PCC on the sale of the company to the Polish JDG in 2026
Who pays PCC when selling an enterprise, why it is not always 2% of the entire price, rates for components and the relationship with VAT.
When selling a PCC enterprise, the buyer generally pays, but it is not always 2% of the entire price. The rate depends on the assets covered by the contract.
Sale of the enterprise and VAT
The sale of an enterprise or an organized part of an enterprise is excluded from the provisions of the VAT Act pursuant to Art. 6 point 1. This is not an ordinary "VAT-exempt" sale.
Since exclusion from VAT does not automatically result in exclusion from PCC, the contract may be subject to tax on civil law transactions.
PCC rates by components
An enterprise is a set of various things and laws. In the case of a sales contract:
- for real estate and movable property, the rate is generally 2%,
- for other property rights, in principle 1%.
If the contract does not separate the value of components subject to different rates, tax may be charged at the highest rate of the total value.
Therefore, the valuation and the attachment with the assignment of price to components are of tax importance. However, they cannot be artificial or detached from market value.
Term and declaration
The obligation generally rests with the buyer. The deadline for the PCC-3 declaration and payment is 14 days from the date the obligation arises, unless the tax is collected by the notary as the payer.
The basis is the market value of the subject of the activity, and not any amount specified in the contract.
Sale of individual assets
Not every sale of an asset by an entrepreneur automatically attracts 23% VAT. A transaction may be subject to VAT, exempt or outside the scope, depending on the subject matter and the status of the parties.
The Act on PCC provides for exemptions for activities subject to VAT or exempt from VAT, but it contains exceptions. Each ingredient must be checked separately.
Shares in the companyThe sale of shares is a different activity than the sale of an enterprise. For property rights, the PCC rate is generally 1%, but transforming a JDG into a company should not be presented as a simple way to "avoid" tax. It has its own legal consequences, PIT and costs.
Sources
Are you selling your company?
Before signing the contract, prepare a list of ingredients and their justified valuation. Oxyok provides ongoing accounting for Polish JDGs - from PLN 49 + VAT per month.