Przekształcenia spółek a zasada kontynuacji w prawie podatkowym

One possible transformation of a company is conversion to another legal form. Other methods of transformation provided under the Commercial Companies Code are company merger and division. In the Code, conversion (transformation) of a company is based on the going concern principle in contrast to the succession principle upon which merger and division are based. The going concern principle has applications both with respect to civil legal rights and obligations as well as to administrative legal rights and obligations, including tax obligations. From the wording found in the Tax Ordinance it follows that the scope of the tax succession regulated therein is different than in the Commercial Company Code. Furthermore, the principle of tax succession - and not the going concern principle - is applied to this succession. Most experts in tax law doctrine hold this view. A more exact analysis of the aims and content of the regulations, however, leads to the conclusion that the Tax Ordinance does not introduce a different rule of legal succession than the Commercial Companies Code. This thesis is supported in tax legislation regulating the rules for assigning taxpayer reference numbers (NIP) and the rules of continuation of registration of VAT taxpayers, as well as detailed tax regulations on the right to continue to depreciate fixed assets and the right to deduct predecessor losses from income in the transformed company. The conclusion of these deliberations is that there is a need to standardise the terminology used in the Commercial Companies Code and Tax Ordinance and to introduce into specific tax legislation broader regulations on the continuation of tax rights and obligations. (original abstract)