On 17 September 2026, the Court of Justice of the European Union (CJEU) delivered a landmark judgment in case C-197/25, fundamentally altering the Polish tax treatment of Civil Law Transactions Tax (PCC) on transformations of partnerships. The ruling, analyzed by EY partner Grzegorz Rogala on 6 October 2026, establishes that the PCC exemption for contributions in kind should extend to partnership conversions, overturning decades of domestic administrative practice. This decision creates a retrospective refund opportunity for taxes paid since 2021, subject to statute-of-limitations constraints.
Key Takeaways
- Retroactive Refund Potential: Taxpayers who paid PCC on partnership transformations (e.g., conversion of a general partnership into a limited liability company) between 2021 and the judgment date may now file correction claims to recover the tax, provided the limitation period has not expired.
- Alignment with EU Merger Directive: The CJEU held that Poland’s refusal to apply the PCC exemption violated the EU Merger Directive’s principle of tax neutrality for structural reorganizations, reinforcing the supremacy of EU law over conflicting national provisions.
- Urgent Action Required: Affected entities should promptly review past transformations, gather documentation (notarial deeds, tax returns, payment confirmations), and submit refund requests to the competent tax office before the limitation period lapses.
Disclaimer: This article is compiled and summarized by the AI based on publicly available information and is for general information purposes only. It does not constitute any form of formal tax advice, legal opinion, or basis for performance. Please consult a qualified professional tax advisor or legal counsel for tax advice.
Source: Read Official Announcement