Transformation of a natural person into a company and a cash register

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Often, taxpayers decide to change the form of running a business from sole proprietorship to a partnership or capital company. The question then arises whether the transformation of a natural person into a company allows the use of cash registers purchased for sole proprietorship and whether in such a situation it is necessary to return the tax relief used for their purchase.

What are the effects of transforming a natural person into a company?

In the event of a transformation of an entrepreneur who is a natural person performing economic activity in his own name into a sole proprietorship or a partnership, the transformed company is not a new entity, but a legal successor of the natural person's enterprise.

Tax succession occurs, inter alia, in as a result of the transformation:

  • an entrepreneur who is a natural person in a sole proprietorship; such a company enters into the law of the transformed entrepreneur provided for in the provisions of the tax law, related to the conducted business activity, with the exception of those rights that cannot be continued under the provisions governing the taxation of capital companies;

  • a company without legal personality or a company having legal personality in a capital company; the established capital company enters into all the rights and obligations of the transformed company provided for in the tax law;

  • a company without legal personality or a capital company into a commercial partnership.

A successor is also a company without legal personality, to which a natural person contributed a contribution in the form of his enterprise to cover the share. In this case, it enters into the rights of the contributed enterprise provided for in the provisions of the tax law. The exception are those rights that cannot be continued on the basis of the regulations governing the taxation of companies without legal personality.

Therefore, there are no obstacles to use cash registers that were previously used in the business. However, in order to use them, the fiscal module must be replaced.

According to § 8 sec. 1 point 6 of the Regulation of the Minister of Finance of March 14, 2013 on cash registers registering a fiscal receipt printed by a cash register must contain, inter alia, the following information:

  • name and surname or name of the taxpayer, address of the point of sale, and for non-permanent sales - the address of the taxpayer's seat or place of residence;

  • taxpayer's tax identification number (NIP);

  • sequence number of the printout;

  • date and time and minute of sale;

  • consecutive number of the fiscal receipt;

  • cash register number and cashier's designation - for more than one cash desk;

  • the buyer's tax identification number (NIP of the buyer) - at the request of the buyer;

  • fiscal logo and the unique number of the cash register.

For this reason, in order to use the "old" cash registers after the conversion, their modules must be read and replaced, and the cash register must be re-registered with the tax office (their fiscalisation by assigning new numbers). This position is also confirmed by the tax authorities, an example of which is the letter of the Director of the Tax Chamber in Katowice of August 31, 2005, no. PPB2-4407 / I / 31/2005, where we can read:

(…) The use of cash registers previously owned by the entity of a natural person by the legal successor of the taxpayer is impossible, due to the fact that the tax identification number in the case of the transformation in question is not transferred to the legal successor. The legal successor - a partnership - may not use the NIP taxpayer of the transformed taxpayer in any case. The use of the same cash registers previously owned by the entity of a natural person, by a legal successor, is possible provided that: replacement of the cash register fiscal module (...).

Cash discount refund

Taxpayers who start recording the turnover and the amounts of tax due on the applicable dates, may deduct from this tax the amount for the purchase of each of the cash registers reported on the date of commencement (creation of the obligation) of recording in the amount of 90% of its purchase price (excluding tax), but no more than PLN 700.

Taxpayers are obliged to return the deducted or reimbursed amounts spent on the purchase of cash registers, when within three years from the date of recording:

  • cease operations;

  • liquidation will be opened;

  • will be declared bankrupt;

  • the company or plant (branch) will be sold;

  • do not report the cash register to the compulsory technical inspection by the relevant service within the applicable deadline;

  • make the deduction in violation of the conditions set out in the regulations.

In a situation where a sole proprietorship conducted by a natural person is not liquidated, but there is a process involving a change in the legal form of the business (this entity should be treated as if it were the same taxpayer), the tax relief should not be returned. Such a position was confirmed by the Director of the Tax Chamber in Łódź, in the individual ruling of May 5, 2016, No. 1061-IPTPP3.4512.119.2016.2.ALN, in which we can read:

(...) in fact, we are not dealing with the liquidation of a sole proprietorship conducted by a natural person, but with a process consisting in changing the legal form of the business, so this entity should be treated as if it were the same taxpayer. This means that the Applicant "took over" the already existing obligation to keep records of turnover and amounts of tax due using a cash register.

Bearing in mind the provisions of law referred to and the description of the case, it should be stated that a capital company that will be established as a result of the transformation of economic activity conducted by a natural person in accordance with Art. 551 § 5 and article. 5841 of the Commercial Companies Code, it will not be obliged to return the relief for the purchase of two cash registers still used by the Company, as there will be no premises under § 6 of the ordinance on the deduction and return of amounts spent on the purchase of cash registers (...).

Also, the exchange of the module itself is not a reason to return the discount. This position was also confirmed by the Director of the Tax Chamber in Bydgoszcz in the individual ruling of March 21, 2011, ITPP1 / 443-1247 / 10 / AJ, in which we read:

(...) the taxpayer is obliged to reimburse the amount spent on the purchase of the cash register in specific cases.

Therefore, referring the description of the facts presented in the application to the applicable legal provisions in this regard, it should be stated that the fact of replacing the fiscal memory is not mentioned among the circumstances causing the loss of the right to the deducted relief for the purchase of the cash register. Both the temporary break in recording with the use of a fiscal device caused by a failure and the need to repair, and the replacement of fiscal memory are not circumstances causing the cessation of the use of the cash register. (...).