Konrad Kuzioła

Tax office needs to know about amendments to corporate charter

The Commercial Companies Code requires a company to notify the tax office of amendments to its articles of association or statute, but the law provides no sanctions for failure to do so.

Under Art. 171 and 256 §3 of the Polish Commercial Companies Code in the case of a limited-liability company, or Art. 324 and 430 §4 in the case of a joint-stock company, the management board should file a copy of any notarial deed amending the articles of association or statute, respectively, with the tax office that has jurisdiction over the company, within two weeks after registration of the amendment by the register court. The notification should indicate the date of registration of the amendment, the register court and the case number, in a cover letter to the tax office, based on the copy served on the company of the order amending the entry in the commercial register, or on the basis of the certificate of entry of the amendment issued by the court.

The obligation to notify the tax office of amendments to the corporate charter is based only on the Commercial Companies Code, and is not provided for in any tax act (particularly the Tax Ordinance). For this reasons, the tax authorities rarely check to see whether companies comply with this requirement. In addition, because of the lack of any sanction for failure to notify the tax office of amendments to the charter, companies themselves often overlook this requirement.

Nonetheless, the obligation exists and should be complied with. The tax office may at any time remind the company of the need to make the notification, and assembling the documentation may present technical difficulties for the company—particularly if there have been countless amendments to the articles of association or statute over the course of time.

Konrad Kuzioła, Corporate Law, Restructuring and Business-to-Business Contracts practices, Wardyński & Partners