In its judgments of September 3, 2025, ref. nos. II FSK 874/13 and II FSK 1516/22, the Supreme Administrative Court (NSA) dismissed the cassation appeals of the Director of National Tax Information (KIS) and thus upheld the judgments of the courts of first instance favorable to our clients.
The cases concerned the determination of tax-deductible costs in the sale of all rights and obligations in a limited partnership established in the process of transforming a limited liability company. Both the Provincial Administrative Court (WSA) in Łódź and the Provincial Administrative Court (WSA) in Warsaw ruled that the cost is the balance sheet value of the limited liability company on the date of transformation, allocated proportionally to the partner, and not the historical cost.
The Supreme Administrative Court fully agreed with this argument, stating that there are no legal grounds for reducing the cost by the value of the withdrawn contributions, as the list of reductions provided for in the regulations is exhaustive and does not cover such a situation.
These judgments end the interpretative dispute and strengthen the protection of taxpayers against further attempts at broad interpretation of the regulations.
The cases were handled by Agnieszka Sułkowska, tax advisor, and Maksymilian Olejniczak, Senior Associate, under the supervision of Agnieszka Soja, Partner at SPCG, head of the tax law and fiscal penal proceedings practice at SPCG.
