Critical Commentary on the Wrocław Provincial Administrative Court’s Judgment of 25 June 2024 (Case No. I SA/Wr 104/24)

Abstract

This commentary analyzes a judgment of the Provincial Administrative Court in Wrocław concerning the tax consequences of a emission-free merger between sister companies. The author argues that the court’s position, which recognizes taxable income, contradicts the linguistic, systemic, and purposive interpretation of Article 12(1)(8d) of the Corporate Income Tax Act. The critique highlights the court’s failure to consider the statutory definition of "issue value of shares" and its violation of the constitutional principle of equality. The author proposes de lege ferenda conclusions, advocating for explicit tax neutrality of such mergers in Polish and EU legislation.