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Pułapka na spółki komandytowe. Jak rządzący zamknęli firmy w potrzasku

Czym jest spółka z o.o. spółka komandytowa? Ta konstrukcja ma swoje korzenie w prawie niemieckim. Mimo skomplikowanego nazewnictwa spółka z ograniczoną odpowiedzialnością spółka komandytowa to po prostu spółka komandytowa, w której komplementariuszem (wspólnikiem ponoszącym odpowiedzialność bez ograniczeń całym swoim majątkiem) jest osobna spółka z ograniczoną odpowiedzialnością. Do tej pory ta forma cieszyła się duża popularnością. Polscy przedsiębiorcy chętnie korzystali z formy prawnej spółki z ograniczoną odpowiedzialnością spółki komandytowej (sp. z o.o. sp.k.). Dlaczego?

Konstrukcja ta miała zalety zarówno spółek osobowych, jak i spółek kapitałowych. Główną korzyścią było opodatkowanie charakterystyczne dla spółek osobowych. Zysk spółki nie był bezpośrednio obciążony podatkiem dochodowym, a opodatkowaniu podatkiem dochodowym podlegał jedynie dochód każdego wspólnika z osobna. Nie było dotychczas mowy o opodatkowaniu dochodowym od osób prawnych (CIT) zysku samej spółki. Odmiennie sytuacja kształtuje się w spółkach kapitałowych, które są one osobami prawnymi. Najpierw opłacają podatek dochodowy od osób prawnych, a następnie obciążeni podatkiem są także wspólnicy, którym wypłacana jest dywidenda.

Cechą odróżniającą spółki kapitałowe od osobowych jest ograniczona odpowiedzialność wspólników za długi spółki. Wspólnicy tych spółek odpowiadają za zobowiązania jedynie do wysokości wniesionego wkładu. Element tej ograniczonej odpowiedzialności występuje także w spółce z ograniczoną odpowiedzialnością spółce komandytowej, gdyż komplementariuszem jest spółka z ograniczoną odpowiedzialnością co powoduje, że w przypadku niewypłacalności spółki prywatny majątek wspólników nie jest zagrożony.

Nieprzypadkowo w powyższym fragmencie dotyczącym podatków użyto czasu przeszłego. Aktualnie trwają prace nad opodatkowaniem podatkiem dochodowym od osób prawnych (CIT) także spółek komandytowych.  Proponowana zmiana przepisów ma wejść w życie już z dniem 1 stycznia 2021 r. Rządzący podkreślają, że podobne rozwiązania z powodzeniem funkcjonują w innych państwach europejskich np. Estonii, Hiszpanii, czy Bułgarii i mają one na celu zapobieganie pewnym rodzajom optymalizacji podatkowej.

Należy pamiętać, że na polskim rynku liczne biznesy rodzinne prowadzone są w formie spółek komandytowych. W ocenie ekspertów obciążenie tych spółek podatkiem dochodowym od osób prawnych (CIT) spowoduje, że prowadzenie wielu z nich stanie się nieopłacalne. Model spółki komandytowej, gdzie komplementariuszem była spółka z ograniczoną odpowiedzialnością promował przedsiębiorczość i pozwalał podejmować działalność gospodarczą osobom fizycznym bez ryzyka osobowego.

Co to oznacza? Forma ta dla większych podmiotów gospodarczych przestanie się całkowicie opłacać. Oznacza to faktyczną likwidację kilkudziesięciu tysięcy spółek w ciągu niecałych czterech miesięcy. Co jeżeli nie jesteśmy już w stanie w żaden sposób pominąć podwójnego opodatkowania, a nadal zależy nam, aby wspólnicy nie odpowiadali za zobowiązania spółki? Intuicyjnie na myśl przychodzi pomysł przekształcenia spółki komandytowej w spółkę z ograniczoną odpowiedzialnością. Jednak i tu rządzący rzucają przedsiębiorcom kłody pod nogi.

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Jednym z nowym rozwiązań podatkowych dla biznesu jest zapowiedziany od 1 stycznia przyszłego roku estoński CIT. W modelowym rozwiązaniu estońskim pozwala on odroczyć podatek do momentu wypłaty zysku na rzecz wspólników. Dopiero w momencie wypłaty zysku zostanie on opodatkowany CIT oraz podatkiem od dywidendy na poziomie wspólników. Wspólnikami będą mogły być tylko osoby fizyczne (a więc w grę będzie wchodził wyłącznie PIT). Niestety rozwiązanie rządowe w obecnym kształcie jednoznacznie stanowi, że spółki komandytowe nie będą mogły skorzystać z estońskiego CIT.

Projekt nowelizacji CIT wprowadzający „ryczałt od dochodów spółek kapitałowych”, a więc estoński CIT, przewiduje (art. 28j pkt 4), że jest to rozwiązanie dla podatników prowadzących działalność w formie spółki z o.o. albo spółki akcyjnej, a więc spółek kapitałowych. Spółka komandytowa jest i pozostanie spółką osobową. Spółki komandytowe, aby przejść na estoński CIT, musiałyby przekształcić się w spółki z o.o. lub akcyjne

Proste? Bynajmniej. Niestety w świetle innych przepisów taki ruch będzie nieopłacalny, bo może skutkować powstaniem dochodu z przekształcenia. Zgodnie bowiem z projektem ustawy wprowadzającej estoński CIT (nowy art. 7aa ust. 1 lit. c) dochód z przekształcenia powstanie „w przypadku podatnika utworzonego w wyniku przekształcenia przedsiębiorcy będącego osobą fizyczną wykonującą we własnym imieniu działalność gospodarczą lub spółki niebędącej osobą prawną, lub spółki w rozumieniu art. 4a pkt 21, którego pierwszy rok podatkowy po przekształceniu jest jednocześnie pierwszym rokiem opodatkowania ryczałtem od dochodów spółek kapitałowych”.

Oznacza to, że dzięki temu zabiegowi jeśli po przekształceniu spółka od razu będzie chciała skorzystać z opodatkowania estońskim CIT, będzie musiał zapłacić podatek od dochodu z przekształcenia w wysokości różnicy między wartością rynkową składników majątku firmy a ich wartością podatkową. Zasadniczo byłby to zatem taki podatek, jaki spółka zapłaciłaby, gdyby sprzedała te składniki. Alternatywą dla przekształcenia sp.k. w spółkę z o.o. jest możliwość fuzji i przejęcia sp.k. przez spółkę z o.o. Co prawda po takim przejęciu będziemy mieć do czynienia z kontynuacja praw i obowiązków, a spółka z o.o. będzie mogła skorzystać z estońskiego CIT, natomiast z obrotu prawnego zniknie spółka komandytowa.

Autor: Alicja Stopyra

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  131. Joł noszę urzekające imię Tymek. Upadłość konsumencka- napiszę dla Ciebie wniosek. W tej chwili moim miejscem egzystencji jest zadbane miasto Katowice. konsolidacja chwilowek bez zdolnosci w Polsce- najnowsze wyroki sądowe konsolidacja chwilówekkonsolidacja chwilówek w Polsce- ranking propozycji cenowych adwokatów.

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  133. Ave według dowodu osobistego moje imię to Wiesław. konsolidacja chwilówek warszawa- pomogę Ci ukończyć całą procedurę. Aktualnie moim miejscem bytowania jest lubiane miasto Więcbork. najtańsza konsolidacja chwilówek w Polsce- nowe prawo i duże modyfikacje dla zadłużonych.

  134. Siemaneczko moje pierwsze imię to Edward. Poprzez konsolidacja chwilówek bez zdolności dopniesz miesięczny budżet. Na czas dzisiejszy moim miejscem bytowania jest piękne miasto Ostróda. konsolidacja chwilowek w Polsce- wzór podania o ogłoszenie upadłości.

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  150. Cześć i czołem rodzic wybrał dla mnie imię Kornel.Spytaj mnie o upadłość konsumencką.W chwili obecnej moim miejscem bytowania jestwiekowe miasto Legionowo. Adwokat Rzeszów w Polsce- wypróbuj czy można już przeprowadzić.

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  230. profesyonel hurdacı firmalar içinde firmamızı tercih edenler kurumsal istanbul hurdacı firması ile hurda alım satımı yapmaktadır

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