The situation
A share-deal structure and term sheet
A German industrial group is buying a maker of metal fittings in Poznań. The target owns its plant and a warehouse and holds a loss-making distribution company in Leipzig. The M&A team is drafting the share purchase agreement and wants a note for the tax colleagues before Tuesday’s call.
The deal lawyer’s job is not to settle the tax. It is to see which facts will matter to the tax team and to the drafting: transfer taxes, losses, real estate and who bears what under the agreement. The time goes on knowing enough of each rule to ask the right questions.
What the research has to settle
The rules behind the answer
- Share deal or asset deal
- In a share deal the buyer inherits the company’s tax history and its asset values. In an asset deal it can usually take a new tax basis, but the asset transfer is itself taxed, unless VAT relief for the transfer of a going concern applies.
- Polish transfer tax on shares
- Poland levies its tax on civil-law transactions on sales of shares in Polish companies. The research confirms the rate, who must pay and by when, so the agreement can allocate it.
- German losses may not survive
- Where more than half of a German corporation’s shares pass to a new owner, directly or indirectly, German law restricts the use of its tax losses, subject to exceptions. An indirect change of control over the Leipzig company is in scope.
- Look for land in the structure
- German real estate transfer tax can reach share deals in companies that own German property, and Poland has its own rules for real-estate-rich companies. The note asks whether the Leipzig company owns land and how much of the target’s value is property.
How it runs in azta
From the question to the document
The question, as you would type it
German buyer acquires 100% of a Polish sp. z o.o. that owns its plant and 100% of a German GmbH with tax losses and possibly German real estate. Which German and Polish tax issues should the tax team settle before we draft the SPA: transfer taxes, loss forfeiture, real estate?
You start with
A share-deal structure and term sheet
- 01
Upload the structure and term sheet
Add the group chart, the term sheet and the target’s property list. azta reads them and refers back to the facts it relied on.
File upload· Pro - 02
Research each flag
Ask which German and Polish tax rules the structure touches. azta cites the tax acts and the court decisions on each point.
Cited research· Free - 03
Write the note
Ask for a short note: issue, why it matters, facts needed and the SPA clause it affects. Edit it in Canvas.
Canvas · Ask azta· Pro - 04
Share it in Word
Export to Word for the tax team, ready to annotate before the call.
Word export· Pro You send
A note to tax colleagues flagging the issues to settle before drafting
What you get
A note to tax colleagues flagging the issues to settle before drafting
Note to tax team · draft
Project Fittings: tax points for the SPA
Polish transfer tax. The share sale is subject to the Polish tax on civil-law transactions. Please confirm the rate, the party liable and the filing deadline, so we can draft the cost allocation in clause 9.
Losses of the Leipzig company. The acquisition is an indirect change of control of the German subsidiary. Please confirm whether its losses are forfeited or whether an exception applies, and whether the price should reflect that.
Real estate. We are checking whether the Leipzig company owns land. If it does, please confirm the German real estate transfer tax position and whether the structure should change before signing.
Outcomes on your numbers
What azta is worth on this task
Pro pays for itself after
8 minutes a month
At €230 an hour, that is all the time Pro (€27 a month) has to take off your desk to cover its price.
Example figures. Replace them with your own.
- Hours back a year
- 22
- Capacity at your rate
- €4,968
- More tax-flag notes for deals a quarter
- 1.5
- Return on Pro
- 15.3×
- Research
- Drafting
- Your review
A scenario you set, not a promise. The hours that come back go to another client, or deeper into this one.
Want these numbers on your team’s real workload?
Book a demoSources azta searches here
- Gesetze im Internet
- Rechtsprechung im Internet
- Dziennik Ustaw
- EUR-Lex · Curia
What stays with you
- The tax position, which stays with the tax team.
- The facts from the target and the seller.
- How the SPA allocates each risk.
Frequently asked questions
- Does azta give the tax answer?
- It researches and cites the tax rules, so the note asks the right questions. The tax position and its sign-off stay with your tax colleagues.
- Can the tax team use the same research?
- Yes. Share the answer with its citations. On Enterprise, the deal team and the tax team can work in one shared workspace.
- Does it cover both German and Polish tax law?
- Yes. Ask about both in one question and azta cites each country’s law separately.
