Archives: Aktualności członków

GESSEL is proud to have provided legal support to the LUX MED Group, a leading provider of private medical care in Poland, in its acquisition of the Optimum Head and Neck Clinic in Warsaw.
 

GESSEL performed due diligence, drafted the transaction documentation, and provided all-around advice in successive stages of the project. Our team was led by Michał Boryczka, managing associate and comprised Erazm Dutkiewicz and Piotr Tracz.

“Thank you so much for your support !  The transaction has now been closed, and – all along – we felt safe in the knowledge that a team like yours has our backs !  We do appreciate your support, and we look forward to more shared successes in the future.
Thank you Michał!”

Bartosz Wiśniewski,
Director, Acquisitions and Development Department, LUX MED.

“I was very happy at this opportunity to advise LUX MED on yet another transaction. By taking over the Optimum Clinic, LUX MED significantly boosts its capacity for treatment of head and neck conditions in the Warsaw region. We are grateful to LUX MED for their trust and for the possibility to join them in this project, and I hope that, soon enough, we can work with them on new acquisitions!”  

Michał Boryczka,
managing associate

The LUX MED Group is a leader in the Polish private healthcare market and a member of Bupa, the global insurer and healthcare provider. LUX MED offers a full range of outpatient, diagnostic, rehabilitation, hospital, and long-term medical care services; the present acquisition of Optimum marks another step in the expansion of LUX MED’s scale of operations. 

The Optimum Head and Neck Clinic is a state-of-the-art medical facility specialising in laryngology and in treatment of upper respiratory tract, head, and neck conditions in children and adults. Its diagnostic and preventative offering is augmented by modern surgical treatments. The Optimum Clinic staff comprises almost 70 persons, among them 50 physicians specialising in laryngology, head and neck surgery, audiology and phoniatrics, allergies, endocrinology, ultrasound diagnosis, dermatology, and plastic and aesthetic surgery of the face.

https://gessel.pl/en/news/gessel-advises-the-lux-med-group-on-another-transaction/

 

What is worth taking care of in the first quarter of 2020 to have a peaceful year?

Dear Taxpayer,

The new regulations on transfer pricing, in addition to documentary simplifications, significantly increase the scope of information to be provided to tax authorities. What will the new reporting look like? What do you have to watch out for, when using document exemptions? How do tax authorities interpret the new regulations? With the new year, without proper preparation in the coming months, many questions that will be difficult to find answers to may arise. If you do not want to put yourself at risk and if you want to enter the New Year with the right package of necessary knowledge and peace, take part in our webinar, that will take place on December 11, 2019 (Wednesday) from 9:30 to 11:00 (the event will be held in Polish).

During the webinar, CRIDO experts will bring up the following issues:

• new thresholds and TP documentation exemptions– traps, practice, latest interpretations
• TP statement on compliance with arm’s length principle – who signs, who is responsible for what and what sanctions can be imposed?
• TP-R reporting – why should it be completed in advance?
• new transfer pricing adjustments – what should you pay special attention to?
• safe harbours – who can actually use, what documentation is required and what are the most common errors?
• transfer pricing audits – latest statistics
• how to manage tax risk in the context of new regulations on transfer pricing?

What will the webinar participant find out?

• when you are not obliged to prepare transfer pricing documentation?
• who and to what extent is now responsible for transfer pricing in companies?
• what data we should provide to the tax administration in the TP-R form and why it is better to analyse this earlier?
• how to perform a transfer pricing adjustment safely?
• why it is better to update benchmarks earlier than later?
• what are the conditions for exemption from having a benchmark?
• how to prepare for changes? 

Speakers:

Michał Szwed
Partner in the transfer pricing team at CRIDO
Michal.Szwed@crido.pl

Justyna Jóźwiak
Senior manager in the transfer pricing team at CRIDO
Justyna.Jozwiak@crido.pl

 

 

Contact to the organizer:

Izabela Rożek

e-mail: Izabela.Rozek@crido.pl

tel: +48 22 324 59 04

More information and registration:

https://crido.pl/events/webinar-nowy-rok-nowe-postanowienia-nowe-przepisy-o-cenach-transferowych-nowe-raportowanie-tp-r-dokumentacja-sankcje-o-co-warto-zadbac-w-pierwszym-kwartale-2020-roku-by-miec-spokojn/

Patronage:

ACCA

 

GESSEL had the pleasure of representing the Inovo Venture Partners fund in the round A investment in Tidio Poland. Our lawyers provided support during legal due diligence and in negotiations of the investment agreement.

The transaction involving Inovo Venture Partners and Tidio Poland was another project completed using GESSEL’s model VC documentation, which is well on its way to becoming a market standard (https://gessel.pl/vc-start-up-zone/).

Inovo Venture Partners is a venture capital fund specialising in fast-growing technology companies in the CEE region. In 2018, it was honoured by the Startup Poland Foundation as the best VC investor in the country (Złota Księga Venture Capital w Polsce 2018).

Tidio Poland is a Szczecin-based developer of live chat tools supported by chatbots which rely on AI and machine learning to automate communications between businesses and their customers. The solution has already been implemented on more than 140,000 internet servers around the world.

The GESSEL team working on this project was led by Michał Bochowicz, managing associate and Weronika Zdeb, senior associate, with Marta Grabiec, senior associate, Bartosz Kolarz, associate, Katarzyna Matyszewska, associate and Mateusz Bąk, associate contributing and Małgorzata Badowska, partner responsible for the entire project.

“I welcomed this opportunity to advise Inovo Venture Partners on the next round of financing for Tidio, and we thank the Fund for its trust and for the privilege of participating in this project. In its documentation and negotiation aspects, this has been a demanding transaction, and our firm’s knowledge and experience stood us in good stead, enabling us to secure a successful outcome.”

Michał Bochowicz,
Managing associate

https://gessel.pl/en/news/gessel-advises-inovo-venture-partners-on-the-next-round-of-financing-for-tidio-poland/

We have noticed a growing interest among Polish enterprises in the secondment of employees to Germany in recent years. This applies especially to employees who are not European Union citizens. Rödl & Partner takes a step forward to meet your expectations and invites you to a legal/tax seminar to explain procedures and risks related to employee secondment.

Date and place: 11 December 2019, Gdańsk

• 09:30 – 10:00 – Registration, welcome coffee
• 10:00 – 11:15 – Current situation on the Ukrainian labour market, secondment of Ukrainian workers to EU Member States
• 11:15 – 11:30 – Coffee break
• 11:30 – 12:30 – Employee secondment to Germany – legal framework of employee secondment to Germany based on the German Employee Secondment Act, the rules for obtaining a “van der Elst” visa, changes to German legislation
• 12:30 – 13:15 – Social insurance of seconded employees, A1 procedure
• 13:15 – 13:30 – Coffee break
• 13:30 – 14:30 – Tax aspects of secondment: difference between secondment and business travel, the 183-day rule and more – identification of tax residence of seconded employees and withholding agents’ obligations, social insurance of seconded employees (withholding agents’ obligations, sanctions for no A1 form)
• 14:30 – 15:00 – Q&A, discussion14:30 – 15:00 – Pytania i rozmowy

SPEAKERS:

Dr. Beata Pankowska-Lier, Attorney at Law (Polen), Rödl & Partner Kiev

Jagna Bronk, Senior Lawyer, Rödl & Partner Gdańsk

Bartłomiej Wasiak, Tax Adviser, Rödl & Partner Gdańsk

Joanna Frąckiewicz, Migrant Department Manager, Social Insurance Institution (ZUS) Gdańsk

REGISTRATION:

Application deadline: 9/12/2019. You can register via website.

The condition of participation is to receive confirmation by email about registration.

The seminar will be held in Polish on 11/12/2019 at 9:30-15:00 at al. Grunwaldzka 472B, Olivia Four (Mars room)  in  Gdańsk.

*The event is free. Coffee and cold buffet will be served during breaks. Please note that the number of places is limited and you are not registered until you receive an e-mail confirmation.

The lawmakers have recently added many new regulations to the Value Added Tax Act to seal the VAT system.  More changes to that statute are scheduled to come into force on 1 January 2020 – the so-called quick fixes which significantly modify the rules of accounting for VAT on international trade in goods. To raise your awareness of the related risks, Rödl & Partner’s experts have designed a seminar “VAT changes at Community level – quick fixes”.

AGENDA

• 09:30 – 10:00 – Registration, welcome coffee
• 10:00 – 10:45 – Simplified chain transactions
• 10:45 – 11:00 – Coffee break
• 11:00 – 11:45 – Harmonized rules of taxation of consignment stocks – call-off stock procedure
• 11:45 – 12:00 – Coffee break
• 12:00 – 12:45 – New requirements to zero-rate intra-Community transactions
• 12:45 – 13:00 – Q&A, discussion

INSTRUCTORS:

Bartłomiej Wasiak, Tax Adviser, Rödl & Partner Gdańsk

REGISTRATION:

Register on website by 6 December 2019.

The seminar will be held on 9 December 2019 at ul. Grunwaldzka 472B in Olivia Four (Mars room) in Gdańsk.

You have to receive a confirmation e-mail to be able to participate.

We look forward to seeing you there!

*The participation fee is PLN 200 + 23% VAT per person. The participation fee for Rödl & Partner clients, Cresa Polska sp. z o.o., Konica Minolta Business Solutions Polska Sp. z o.o. and members of “Pracodawcy Pomorza” is PLN 100 + 23% VAT per person. Coffee and cold buffet will be served during breaks. Please note that the number of places is limited and you are not registered until you receive an e-mail confirmation.

 

 

 

On 1 July 1569, in the ordinary Sejm session held in Lublin, the legal act of the union of the Great Duchy of Lithuania and the Kingdom of Poland was executed. The thus established Polish-Lithuanian Commonwealth had become one of the most powerful political organisms in Europe at that time. A special resolution adopted not long ago by the members of the Polish Parliament during the 82nd parliamentary session, highlights the fact that: “The Polish-Lithuanian Union inaugurated the emergence of a state governed under a unique political system and belongs to the most important developments of the 16^th century in Europe.”

This year marks the 450th anniversary of the Union of Lublin. On this occasion, on Sunday, 30 June, celebrations to commemorate this historical date were held in Lublin. The event was attended, among others, by the speakers of the Lower and Upper Houses of the Polish Parliament (Sejm and Senat), the speaker of the Lithuanian Parliament: Seimas, Polish top governmental officials and a number of foreign guests, including delegations from Lithuania, Latvia, Estonia, the Czech Republic and Hungary.

After the church service and mass in the archcathedral of Lublin and the placement of  flower wreaths under the monument commemorating the Union of Lublin, the guests walked to the Meeting of Cultures Center that hosted a discussion devoted to the significance of the European legacy of the Union, followed by a concert.

To commemorate this occasion, the Chancellery of the Sejm published a unique album in English entitled “The Union of Lublin, 1569”. BALAJCZA Linguistic Services took an active part in the preparation of the publication. Parts of the texts and captions of the pictures and photographs were translated by our translators and reviewed by our proofreaders who are native speakers of the English language.

GESSEL is proud to have advised Black Forest, an investment fund controlled by  Michał Sołowow, on its investment in Tikrow.

Tikrow, launched in late 2017, is a temp work agency and operator of a marketplace platform bringing together companies in search of flexible staffing solutions and individuals interested in working on a “per hour” basis. The platform offers individual users access to temping offers posted by registered companies, which she may accept depending on her own schedule and needs; upon completion of the task, remuneration is promptly wired to the specified account. This model has proved itself, in particular, in retail, catering, events and promotions, and in the hotel industry.

Thanks to the present investment by Black Forest, Tikrow will find it easier to develop its technological infrastructure while pursuing sales and marketing activities with a view to building up its presence – also at the international level.

GESSEL supported Black Forest in preparation and negotiation of the investment agreement and various corporate and technical documents as well as finalisation of the deal.

The GESSEL team supporting Black Forest was led by Maciej Kożuchowski, partner, with Michał Trociuk, senior associate supervising the transaction work. Karolina Krzal-Kwiatkowska, senior associate, Anna Haciuk, associate, Adam Kraszewski, managing associate, Marta Grabiec, senior associate, Inarda Bielińska, of counsel and Bartosz Kolarz, associate contributed.

“We are very happy to have had the opportunity to advise Black Forest on its investment in Tikrow, and we thank the fund for the trust which they put in us. Tikrow presents a fine example of an innovative business model within the global trend towards a sharing economy. Our firm’s knowledge and experience have served us well, enabling us to ensure a successful outcome.”

Maciej Kożuchowski

Partner

https://gessel.pl/en/news/gessel-advises-the-black-forest-fund-on-an-investment-in-tikrow/

GESSEL provided legal support in the complicated and time-consuming project of our Client, Polimex Mostostal, culminating in acquisition of a majority stake in Energomontaż – Północ Bełchatów, a specialised designer, producer and installer of steel structures, power generation devices and industrial operations.

GESSEL assisted Polimex Mostostal at all stages of the transaction, spanning formulation of the term sheet, drafting and negotiation of the transaction documentation, closing, and settlement; the deal required antitrust clearance from the Office of Competition and Consumer Protection.

The Polimex Mostostal corporate group is one of Poland’s largest engineering and construction companies. It builds specialised facilities, in Poland and internationally, for the energy, petrochemical, gas, environmental protection sectors as well as producing, processing and exporting steel structures. 

The GESSEL team working on this project was led by Maciej Kożuchowski, partner, with Michał Trociuk, senior associate supervising the transaction work. The due diligence was conducted by Magdalena Szeplik, managing associate, Michał Szutenbach, senior associate, Urszula Śleszycka, associate and Bartosz Kolarz, associate. This core team was complemented by Anna Haciuk, associate, Bernadeta Kasztelan-Świetlik, associate and Karolina Krzal-Kwiatkowska, senior associate.

https://gessel.pl/en/news/gessel-advises-polimex-mostostal-on-its-take-over/

Intragroup cost deductibility limitation under Article 15e of the CIT Act: Certain intragroup expenses incurred in 2018 and 2019 can be included in the tax deductible costs only if the APA application is submitted by the end of December 2019

We would like to inform you about the important date in order to save the costs of intragroup services and royalties for 2018 and 2019.  Please note that the bill of the Act on the settlement of disputes regarding double taxation and the conclusion of advance pricing agreements, through which the Ministry of Finance intends to introduce a number of changes in the rules for applying for an APA, was successfully voted through by the Senate.   As we have previously informed, the above mentioned act was initially planned to introduce the possibility of applying for a simplified APA, the purpose of which was to enable taxpayers to include costs of acquired intangible benefits in the tax deductible costs. Unfortunately, work on the simplified APA has been moved to a separate procedure, which significantly reduces the likelihood of introducing this instrument later this year. Assumptions about the alternative solution to reduce the negative effects of Article 15e of the CIT Act, which was announced by the Ministry of Finance, are also unknown.

As a result, those of you who incurred expenses in years 2018-2019 regarding services and royalties that are subject to limits of Article 15e of the CIT Act and were forced to exclude them from tax deductible costs in order to recognize these costs for tax purposes, should submit an application for a standard APA by the end of this year. 

Please note that regulations of Articles 109 and 124 of the Act on the settlement of disputes regarding double taxation and the conclusion of advance pricing agreements enable to exclude transactions from the limit provided in Article 15e of the CIT Act also in relation to the year preceding the year of application submission (i.e. both to 2018 and 2019), only if the APA application is submitted by 31 December 2019. This means that failure to submit an APA application in 2019 may irretrievably result in inability to include such expenses incurred in 2018-2019 in tax deductible costs.

We would like to draw your attention to the fact that covering a transaction by an APA is not only an opportunity for tax recognition of the costs of services, fees and receivables that are subject to limits of Article 15e of the CIT Act, but also gives tax security and an exemption from transfer pricing documentation obligations regarding transactions covered by the decision.

We will gladly answer any additional questions related to the procedure as well as present the available ways to minimize the administrative costs of the APA application process.

CRIDO transfer pricing team

Ewelina Stamblewska-Urbaniak | PARTNER | T: +48 22 324 57 34 | E: ewelina.stamblewska-urbaniak@crido.pl

Michał Szwed | PARTNER | T: +48 22 324 57 05| E: michal.szwed@crido.pl

Anna Wcisło | PARTNER | T: +48 22 324 59 76| E: anna.wcislo@crido.pl

The Polish-Swiss Chamber of Commerce has just concluded the 2^nd edition of the Human Capital Practices Survey prepared in cooperation with Boyden. There was a higher participation level of companies (approx. 60) than in the 1^st edition. On top of this, the current survey was divided into three sectors: manufacturing, sales and SSC/CEO/IT. It is worth noting that around 60% of Swiss companies manufacturing in Poland took part in the survey. Therefore, we are happy to present both general results as well as separate data for each of the three sectors.

The participating companies were asked about their practices regarding benefits, incentives and related areas such as employer branding, referral programs or internships. What is more, the companies shared (also anonymously) their data about current retention and planned vs. realized compensation growth.

As we already have history of data, we can observe some changes in trends on the labour market. Some interesting conclusions from this year’s report:

• The list of incentives is getting longer and more companies are active in this field. Even “exotic” incentives like yoga classes can be observed.   
• There is a common perception that employer branding is ever more important. However, only a minority of companies knows how to do it. In this respect, there are big differences between the three distinguished sectors.
• The rotation rate changed. Surprisingly, the rate recorded in manufacturing companies is close to that of the sales companies.
• During the last years, the realized average salary increase was higher than planned. The companies also shared their expected average salary increase for 2020. Still, their HQs may not be satisfied.

To sum up, it seems that labour market became more stable and predictable – we can expect less pressure on compensation growth and acquiring new talents will become feasible and easier. In general, the whole picture of HR practices seems to be more positive and predictable than last year.

If you are interested in finding out more, please contact Ola Taciak (at@swisschamber.pl).