How to value and sell a Polish JDG in 2026
Enterprise valuation methods, sale of an enterprise or assets, VAT, PCC according to components and PIT of the seller.
JDG is not a share that can be transferred using one column in the register. The subject of the sale may be an enterprise, an organized part of an enterprise or selected assets and contracts.
Valuation methods
The value can be estimated using the following method:
- profitable - based on future cash flows,
- comparative - based on transactions and multipliers of similar companies,
- property - assets less liabilities.
There is no universal multiplier "2-4 for services" or "4-6 for e-commerce". The result depends on recurring revenue, customer concentration, margin, dependence on the owner, team, contracts and risk.
What can enter into the transaction
The contract should indicate, among other things:
- fixed assets and inventories,
- domains, marks and other rights,
- customer base in compliance with GDPR,
- receivables and liabilities,
- contracts requiring the consent of the contractor,
- employees,
- documentation and know-how.
The sale of an enterprise must be in writing with notarially certified signatures. If the property includes real estate, a notarial deed is required.
VAT
The transaction of sale of an enterprise or an organized part of an enterprise is outside the scope of the VAT Act pursuant to Art. 6 point 1. This is not a VAT exemption.
The sale of individual assets is assessed separately. Not every car or equipment has to have 23% VAT; the history of acquisition, taxpayer status and possible exemption are important.
PCC
When selling a PCC company, the buyer pays, but it is not always 2% of the total price.
The rate depends on the ingredients:
- 2% for real estate and movables,
- 1% for other property rights.
The values of the components must be separated in the contract. If they are not distributed, the highest rate may apply to the entire total value under the provisions of the Act.
Seller's PITThe price assigned to the company's components creates revenue according to the principles applicable to a given component. The cost does not always correspond to the "book value" of the entire enterprise.
Goodwill, fixed assets, inventories, rights and receivables may have different rules. On a lump sum basis, the sale of assets is also subject to special rates.
Sale of shares after transformation
Transforming a JDG just to sell shares quickly does not guarantee lower tax. The sale of shares by a natural person generally creates income from cash capital taxed at 19% PIT. The buyer of shares may pay 1% of PCC if the exemption does not apply.
It is not true that when selling shares "there is no PIT until the dividend".
Sources
Are you planning to sell your company?
First, prepare a list of ingredients and a price allocation design. Oxyok can provide accounting data, and the structure of the transaction should be approved by a tax advisor and lawyer.