Real Estate Services

Real Estate transactions, investments & market entry support

We offer our clients advisory at each step of the transaction process and ongoing tax advisory once the transaction completes. We advised on numerous real estate deals including sale of office buildings, retail buildings, shopping centers, warehouses and logistic centers structured as asset deal or share deal. Our services include all tax and financial matters related to a real estate deal and setting up business in Poland in particular:

Buy-side and sell-side tax and financial due diligence of a target company
Structuring of the potential transaction, to include (i) structuring of ownership structure bearing in mind anti-abusive and MDR regulations and (ii) financing, bearing in mind new restrictive WHT regulations
Red flag negotiations
Advisory on the purchase price mechanism
Purchase price allocation
Post-transaction tax settlements, to include Real Estate Tax, minimum tax, tax depreciation and amortization write-offs
VAT recovery
VAT / transfer tax rulings for asset deals
Advisory on the most efficient business model to invest in Poland and set up operational business (company formation, obtaining bank account, e-Signature)
SPA advisory

Our track-record:

SINCE 2018 WE ADVISED ON:

9
Share deals

9
Asset deals

PLN 68 million
Amount of recovered VAT

Fairness opinions

We have extensive experience in M&A transactions which allows us to provide insurance companies and financial institutions with expert fairness opinions on W&I insurance in various deals (real estate and non-real estate).

General Advisory for the Real Estate market

We provide tax services for real estate owners, investment funds, developers and other companies operating in the real estate sector at every stage of real estate investment (setting up business, buying assets/developing assets, holding assets, selling assets and exit from the investment). Both: multinationals and individuals.

OUR CLIENTS

Types of taxation in case of RE transaction in Poland

There can be 3 types of taxation in case of real estate transaction:

If it can be regarded as transfer of enterprise or its organized part – the transaction is out of
scope of VAT,
If it is an asset deal, the transaction is a subject to VAT, however it can be:
1. VAT taxed – this is a situation in which the subject of transaction:
  I. are new real estates (no older than 2 years) or
  II. clear land plots intended for development;
2. VAT exempt – this is a situation in which the subject of transaction:
  I. are real estate’s older than 2 years or
  II. clear land plots not intended for development (for example, for the agricultural use).

In case the transaction is subject to VAT but exempt, the TCLT must be applied. However, in case of real estate’s older than 2 years the parties may declare that they resign from the exemption and they want to tax the transaction with VAT. In such a case the TCLT will not be applied Such action unfortunately cannot take place in case of land plots not intended for the development.

According to our experience, in practice the out of scope or VAT exempt transactions B2B are very rare, because:

it is almost impossible to sell in Poland an enterprise or its organized part in case of real estate transactions;
the parties in almost every case sell the new real estates or, in case of the old real estates, declare that they want to tax it (a common practice known to all Polish law firms that support RE transactions);
in case of the land plots, the seller ensure that the local development plan (according to which the assessment of the land for the VAT purposes is made) qualify the land as intended for development.

Also, if the transaction is B2C (the seller is a non-VAT taxpayer) the asset deal (from obvious reasons) will not be subject to VAT but TCLT.

Our transaction advisory portfolio

CONTACT US

+48 22 222 33 55