Acquisition of shares in a Polish company is connected with the obligation to pay tax on civil-law transactions (PCC) and submission of declaration PCC-3 on the territory of Poland.
The declaration PCC-3 should be submitted within 14 days from the date of the tax obligation, i.e. the date of signature of the share sale and purchase agreement , the date of submission of the declaration also is the date of delivery at the post office. After submitting the declaration, the buyer should pay a tax of 1% on the market value of the purchased shares. It should be noted that in case the Tax Office considers that the shares were sold below or above market value, it may request an explanation or appoint an expert to assess the value of the shares, if an explanation was not given by taxpayer. If the value is found to differ by at least 33%, the taxpayer will cover the cost of the expert opinion.
In summary, the taxpayer buying the shares should take the following steps: complete and submit the form PCC-3, pay the tax resulting from the declaration to the appropriate tax office.
The exception is the situation when the a share sale and purchase agreement is concluded in the form of a notarial deed, then the obligation to collect and pay tax on Civil Law Transactions is imposed on the notary. Thus, the buyer of the shares will not be required to submit a declaration or to pay tax.
If the buyer is a natural or legal person, which is not a resident for tax purposes in Poland, then he must submit a PCC-3 declaration and pay the tax as the transactions concerns the shares of the company, registered in Poland. An important issue in this case is the possession of a tax ID by a non-resident. The non-resident, who is a natural person and holds the Polish PESEL number, gives it in the PCC-3 declaration and submits the notification form ZAP-3 to the competent tax office, unless it has been submitted earlier. If a non-resident does not have a PESEL number, he must submit a form NIP-7 in order to obtain a tax number NIP, indicating in the cover letter that the NIP number is necessary due to the obligation to pay tax on Civil Law transactions, accompanied by a copy of the share sale agreement and a copy of his passport or identity card.
A non-resident, who is a legal person, should have a Polish NIP number. If a non-resident has not started the procedure for obtaining a NIP number before submitting a PCC-3 declaration, he must submit a form with a declaration stating in the cover letter the need for a NIP number in connection with the submitting of the declaration PCC-3 and the payment of tax, accompanied by copies of the company registration documents and the share sale agreement.
An important issue is the local jurisdiction of the Tax Office, which should be checked for each voivodship in which the taxman operates in Poland. However, if the non-resident operates in more than 1 voivodship, the III Tax Office Warszawa-Śródmieście will be responsible for filing the PCC-3 declaration and paying the tax, while the registration of the taxpayer should be made at the II Tax Office Warszawa-Śródmieście.
It is common for purchasers of shares to neglect the obligation to submit a declaration and pay tax when buying shares due to a lack of knowledge, but the whole procedure is necessary and is a subject to financial penalties in the event of a breach of tax law.