No longer the nominal, but the issue value of shares determines the amount of revenue resulting from restructuring of companies

Pursuant to the Act of 27th October 2017 amending the act on personal income tax, the act on legal person’s income tax and the act on the lump-sum income tax on certain revenues earned by natural persons (Journal of Laws item 2175, further referred to as: “Amending Act”) as of 1st January 2018 the provisions governing the taxation of restructuring of companies by their division or merger have been amended.

One of the main changes brought by the Amending Act is the change in the method of determining the amount of revenue resulting from restructuring of companies. The new provisions break with the current rule of referring the revenue, being generated as a result of restructuring, to the nominal value of shares and replace it with their issue value.

In practice, the introduced changes result primarily in an increase of the tax burden of partners (shareholders) of companies participating in restructuring. It should be remembered, that the issue value of shares, according to which the revenue of partners (shareholders) shall be currently calculated, is usually higher than their nominal value, especially when we consider the fact, that according the Amending Act it may not be lower than the market value of such shares.