On 27 August 2025, the President of Poland signed into law a bill aimed at clarifying and facilitating tax-neutral corporate restructurings (here is this blog post’s Polish version: Ułatwienia w restrukturyzacjach neutralnych podatkowo – nowe przepisy od połowy września 2025 r. - CRIDO). The new legislation addresses long-standing ambiguities in the tax treatment of mergers and spin-offs, aligning tax law with recent developments in company law and judicial practice. These changes are expected to significantly reduce the risk and complexity of strategic reorganizations.

Side-stream mergers without share issuance may now be tax-neutral

The bill explicitly confirms the CIT neutrality of mergers between sister companies—even when the acquiring entity does not issue new shares. This simplified form of merger has been permitted under the Polish Commercial Companies Code since late 2023, but its tax treatment remained uncertain. While administrative courts often supported a pro-taxpayer interpretation, tax authorities were less consistent

Under the new rules, such mergers will be tax-neutral provided that standard conditions are met, including a valid business rationale. This clarification is particularly relevant for group restructurings aimed at operational streamlining or cost reduction.

Downstream spin-offs receive clearer CIT treatment

The legislation also addresses the tax implications of downstream spin-offs (Polish: podział przez wyodrębnienie), which previously occupied a grey area in Polish tax law. These transactions are now more closely aligned with the rules for non-cash contributions (with a key distinction: only spin-offs confer legal and tax succession).

In taxable scenarios, the divided/contributing entity must recognize taxable revenue equal to the market value of the transferred assets.

However, tax neutrality can be achieved if both the retained and spun-off assets constitute an organized part of an enterprise (this is a stricter condition than for non-cash contributions, where only the transferred assets must meet this criterion).

What This Means for Businesses

These legislative updates mark a significant step toward greater clarity and predictability in Polish tax law. By reducing interpretive uncertainty and administrative overhead, they make corporate restructurings more accessible and less risky for businesses planning strategic transformations.

Companies considering mergers, spin-offs, or other reorganizations should revisit their restructuring plans in light of these changes. A proactive review may reveal new opportunities for tax-neutral implementation or simplification of existing structures

In case of legal and/or tax support needed, Crido’s experts will be pleased to assist.

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