Implementation of the EU directive on cross-border restructuring
Work is underway on the implementation of the EU directive on cross-border restructuring.
The EU Directive 2019/2022 addresses the issue of cross-border restructuring. Its implementation by the Member States of the European Union is aimed at unifying the regulations on cross-border transformation, merger and division of companies. Pursuant to its provisions, the tax authorities will be obliged to carefully examine the intention to carry out this type of operation in terms of compliance with the provisions of the tax law.
In Poland, the implementation of the aforementioned directive is to take place through the amendment of the Code of Commercial Companies and some other acts. According to the prepared proposals, the head of the National Revenue Administration (KAS) will issue opinions on applications for cross-border restructuring. He will have to do this within a month of receipt of the documents. This period may be extended by three months in complicated cases. Then, the KAS opinion will be submitted to the registry court appointed to make the final decision on the requested transaction.
These provisions should come into force from February 2023. Considering the short time left to carry out the legislative process and then implement the adopted regulations, there are legitimate concerns that the cross-border operations of Polish companies may be temporarily suspended.
