Companies & corporate law /

Transformation of a limited partnership into a general partnership in the light of corporate income tax (CIT

From 1 January 2021, the limited partnership joined the group of CIT taxpayers, in accordance with the provisions of art. 1 sec. 3 point 1 of the Act of February 15, 1992 on income tax from legal persons (i.e. Journal of Laws of 2020, item 1406 as amended).

Similarly, CIT is imposed on general partnerships where at least one partner is not a natural person and which do not submit information to the tax office about persons who are entitled to participate in the company’s profit pursuant to art. 1 sec. 3 point 1a. and the CIT Act. This information, according to the CIT-15J template, should be submitted by the general partnership before the beginning of the financial year.

However, the above regulation does not apply to the situation of establishing a general partnership as a result of the transformation of another company, which in practice causes many difficulties.

The Director of the National Tax Information on February 26, 2021, issued an individual interpretation (No. 0111-KDIB2-1.4010.538.202.1.AR), referring to the facts in which a limited partnership with two partners – a limited partnership being a limited partner and limited liability company being a general partner, would be transformed into a general partnership in 2021. The transformation will not involve the composition of the company’s partners, nor their share of the company’s profits.

The Director of the National Tax Information stated that the CIT-15J information exempting the general partnership from the status of a CIT taxpayer should be submitted by the transformed limited partnership before the date of registration of the transformation in the National Court Register.

The authority assumed that the transformed company may not be treated as a liquidated entity, because its economic activity will be continued by the transformed company as a legal successor using the same property.

Author team leader DKP Legal Michał Puk
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