Saving 467,200 PLN in Tax When Selling a Company
The client planned to sell shares in a logistics company. Thanks to implementing a family foundation 3 months before the transaction, he avoided paying capital gains tax. The funds remained in the family for further investment.
A client from the TSL sector was preparing to exit an investment worth 4.8 million PLN. We implemented a family foundation structure in 112 days, which allowed avoiding 19% income tax on the transaction. The numbers speak for themselves — almost half a million zlotys remained in the family's investment portfolio.
The challenge
Logistyka Polska Sp. z o.o. was founded in July 2009 in Poznań and built its market position over 15 years. In March 2024, the owner received a specific buyout offer from a foreign investor. The problem was that selling shares as a natural person would involve an immediate payment of 846,320 PLN in tax. The client wanted to keep these funds for further development of other business projects, but the time for structural changes was exceptionally short — only 4 months until the final signature.
Our approach
Our team, under the supervision of Marek Wiśniewski, conducted a tax audit in 9 business days. We moved away from theoretical considerations and bet on a specific: establishing a family foundation as the entity selling the shares. We coordinated the market valuation process, prepared a statute securing the interests of the client's children, and conducted registration in the court in Piotrków Trybunalski. We acted under time pressure to make it before signing the letter of intent with the buyer.
The solution
We implemented the full structure of a family foundation, to which the client contributed 99.6% of the shares of his logistics company. Thanks to this, according to Polish regulations, the sale of shares by the foundation itself became exempt from income tax (CIT). The proceeds from the sale went directly to the foundation's account, from where they could be reinvested without reduction by a levy for the tax office. We closed the entire documentation process in 16 weeks.
Results
The transaction was finalized on June 24, 2024. Thanks to the new structure, the client kept 467,200 PLN more capital than the original scenario assumed. These funds are currently working in a commercial real estate portfolio, generating steady income for the family. We protect what you built, caring for every comma in the agreement.
Timeline
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March 2024Structure audit and tax analysis of the transaction
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April 2024Notarial establishment of the foundation and contribution of shares
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June 2024Obtaining entry in the register and finalization of sale
"Honestly, I was afraid we wouldn't make it before the sale deadline. Vistula Wealth Advisors took care of the papers, and almost half a million zlotys stayed in the family instead of the office."