Business Restructuring & Reorganisations
Tax advice for businesses undergoing change
Businesses evolve. Ownership structures change, new investors come on board, assets are transferred, business activities are separated or consolidated, and existing structures may no longer reflect the way a company operates.
We support companies and business owners in assessing the tax implications of planned reorganisations and in selecting structures that are aligned with their business objectives.
Our approach starts with understanding what the client wants to achieve. We then analyse the available options, their tax consequences and potential risks, helping the client choose and implement an appropriate solution.
How we can help
We provide ongoing and project-based tax advice to Polish companies, international groups and investors, including
mergers, demergers and transformations of companies;
contributions of businesses, organised parts of businesses and other assets;
share-for-share exchanges and other changes to ownership structures;
transfers and reorganisations of assets within corporate groups;
separation of particular business activities or assets from existing structures; ;
designing and reviewing corporate and holding structures, including assessing the applicability of the Polish holding company regime;
reorganisations connected with the admission of a new investor or changes among existing shareholders;
structuring investments and new business ventures from a tax perspective;
analysing the tax consequences of alternative restructuring scenarios;
obtaining individual tax rulings where additional tax certainty is required;
identifying tax risks associated with a planned restructuring and recommending measures to mitigate them;
supporting the implementation of the selected restructuring scenario and coordinating tax matters with the client’s legal, accounting and other professional advisors.
Where a restructuring involves more than one jurisdiction, we can cooperate with independent member firms of MSI Global Alliance to coordinate the tax aspects of the project across the relevant countries.
The business objective comes first
A restructuring should not begin with a particular legal mechanism.
Before recommending a merger, demerger, transformation or asset transfer, we seek to understand why the existing structure needs to change and what the business should look like once the project has been completed.
Depending on the circumstances, the objective may be to separate different business activities, simplify a group structure, prepare a business for an investment or sale, introduce a new shareholder, reorganise the ownership of key assets or adapt the structure to a new operating model.
Only then do we compare the available restructuring options and assess their tax consequences, risks and practical implications.
Tax is only one part of a restructuring
Corporate reorganisations usually involve more than tax.
Legal requirements, accounting consequences, financing arrangements, existing contracts and operational considerations may all affect the feasibility and timing of a project.
We therefore work closely with the client’s management, finance teams, legal counsel, accountants and other advisors. Where appropriate, we coordinate our work with other B-think professionals and external specialists so that the tax analysis forms part of a coherent implementation plan.
Our role is not limited to identifying a theoretically tax-efficient structure. The proposed solution must also be feasible, defensible and suitable for the client’s business.
From initial concept to implementation
We can become involved at an early stage, when the client is still considering different options, or support a restructuring that has already been planned.
Depending on the project, our work may include:
1. Understanding the objective
We discuss the existing structure, the reasons for the planned change and the desired outcome.
2. Comparing available scenarios
We identify possible restructuring routes and analyse their key tax consequences and risks.
3. Selecting and securing the structure
We support the client in choosing the preferred scenario and, where appropriate, seek additional tax certainty through an individual tax ruling.
4. Implementation
We support the tax aspects of the restructuring, cooperate with the client’s other advisors and help address tax issues arising during implementation.
5. Post-restructuring support
Where necessary, we assist with tax matters resulting from the new structure and support the client as part of our ongoing tax advisory services.
Planning a business restructuring in Poland?
If you are considering a change to your corporate, ownership or asset structure, involve us before the structure is decided.Understanding the available options early can help avoid tax risks and implementation problems that may be difficult to resolve later.
Talk to us about your plans.
Contact
Katarzyna Gorączkowska (Schmidt)
tel. +48 509 726 331
email. k.goraczkowska@bthink.pl
