Poland – One of Europe’s Most Dynamic Economy

Get to know about Poland and upcoming changes

Poland

23.11.2015, Zurich

Is your business growing fast? Do you want to expand into new markets? Are you already in Poland? Are you prepared for upcoming changes and country by country reporting?

Stable political and economic situation (EU and NATO)
GDP growth rate higher than in euro zone
High ratio of people enrolled in higher education
Shared Service Centers
Developing R&D Centers
Poland offers you this and much more.

During our meeting we will discuss:

    • Geopolitical situation of Poland after parliamentary elections
    • Poland as a place for setting up a Business
    • Swiss-Polish study case during experience panel discussion
    • Incentives for Investors
    • Legal and tax Environment
    • Polish tax changes 2016

We will be ready to answer your questions and look forward to meeting you in person.

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The new regulations on OTC-derivatives entering into force on January 1, 2016 will affect all industries

We are all aware of the steady increase of regulations in the financial sector, but those who are not operative in the financial industry tend to think that they are in the clear as long as they do not operate what they assess to be financial businesses. Well, this happens to show wrong.

Legal provisions that appeared to be  relevant only for banks, insurers, asset managers and some other specific operators are now turning to be relevant for a broad range of persons and companies which had not thought they would even come close the financial regulator.  A whole range of industries – starting with the chemical sector and all the way down to consumer goods traders –  might well need to look in detail at the new Swiss Financial Market Infrastructure Act (FMIA). Martin Liebi has summarised in this issue of our Legal News the key issues which might well affect you – even if you are not operating business in any of those sectors traditionally understood as being the object of strict regulatory framework of the Swiss financial oversight authorities. I strongly recommend that you look at this. Martin would be happy to elaborate on any matter you might want to discuss with him in this regards.

Read more here.

Federal Supreme Court clarifies competences for issuance of tax rulings

In two recently published decisions, the Federal Supreme Court (the “Court“) has clarified the federal and cantonal competences for issuing tax rulings on income tax matters. The two Court decisions confirm that the competence for the issuance of tax rulings for direct federal tax purposes lies with the cantonal tax authorities and not with the federal tax authorities.

Although the two decisions of the Court are worded as a confirmation of its current practice, they contradict the Court´s statement made back in 2012, when it left open the question as to whether rulings issued by the cantonal tax authorities concerning direct federal taxes were binding if not explicitly approved also by the Swiss Federal Tax Administration.

Despite these two new Court decisions, it should be noted that the Federal Tax Administration is entitled, based on explicit legal provisions, to object to rulings issued by the cantonal tax authorities in cases of inaccurate application of the Federal Tax Law governing direct federal taxation by the cantons. This means that even if a cantonal tax ruling addresses direct federal tax consequences, there is still a certain risk that the Federal Tax Administration may take a different position on an objection at a later point in time.

For more information on the topic discussed above, including what it means in practice or for other tax questions, contact your local PwC engagement team or me.

New Code of Obligation Provisions as of 1 July 2015: Action required for Joint Stock Companies and Limited Liability Companies

Once upon a time the question whether the shares of a company should be bearer shares or registered shares was an important decision to be made at the time of incorporating a company. Bearer shares were mostly chosen in those cases in which either there was an essential interest in keeping the identity of the shareholders undisclosed and confidential, or there was a clear preference for the transferability of the shares being kept as easy as possible. These goals were legitimate and during long years bearer shares were seen as a fully respectable option.

And then the wave of transparency came. The fear of opaque structures aimed to hide less respectable interests has since then overtaken a part of our legal environment, and in certain circles bearer shares have become a difficult instrument to operate with. In some jurisdictions they are regarded as suspicious instruments, and other jurisdictions have even opted to abolish them.

Swiss corporate law has not abolished them. It still grants the choice between both types of shares, but the global wave of regulation has now also shown its impact. Even though bearer shares continue to be an option for Swiss companies, a new piece of legislation will come into force on 1 July 2015 with the aim of establishing some boundaries to the anonymity that bearer shares provide to shareholders or quotaholders.

Philipp Aichele and Nicole Froelicher have prepared for you a summary on the main features of the new legislation. Some 50,000 Swiss companies are affected by this new rules and need to react. Whether you are a shareholder, a director or an adviser to any affected Swiss entity, it might well be worth while taking a look at it and deciding whether you need to take action.

Read more here.

Acquisitions in Kind without Consideration

As a matter of principle incorporating a Swiss company by means of a cash contribution should be an easy enterprise – although a significant amount of paperwork needs to be completed.

However you might already have been confronted with the situation in which the incorporation process became much longer and more complicated than you had expected. One reason which might have led to it could have been the fact that the incorporation process included immediate plans to invest a portion or the entire initial capital in specific assets. Depending on the party from which the assets were to be bought, the incorporation was seen by Swiss law as a qualified incorporation. In this case additional board resolutions, validations and auditor’s intervention could not be avoided – all of it for the sake of protecting potential creditor’s rights, but somehow able to turn your time plans upside down.

Knowing that you might not be able to meet an agreed-upon deadline can keep you awake at night. This is the reason why it is important to understand when and why this happens, since not all plans for actions or acquisitions immediately following the incorporation of a Swiss company are actually qualified incorporations, particularly not in those cases, in which the new company is paying no consideration for the assets. This is a topic about which lawyers, notaries and officers of the Swiss commercial registers have been discussing about for years, Daniela Fiorillo has now prepared a summary in which she clarifies this situation and defines when and how creditors need protection and when they do not. Daniela gives us an overview of the legal reasoning behind these cumbersome provisions and you should feel free to contact her or any of the lawyers at PwC Legal in case you wish to elaborate on this.

Read more here.