Donation of shares or sale? Cost comparison

Notary on Wolności – how much will you leave at the office?

When you walk into a notary in Zabrze, you must know that the notary fee is just the tip of the iceberg. With a transaction value of 850,000 PLN, the maximum fee rate is approximately 3,770 PLN plus VAT. On top of that are excerpts of the deed, which usually cost from 180 to 320 PLN, depending on the number of pages and copies for the court and the tax office. We check numbers, not promises, so it's also worth adding the court fee for entry into the KRS, which is 250 PLN or 500 PLN for traditional changes.

Frankly, many entrepreneurs forget that the notary is the tax collector here. If you choose to sell shares, the notary will collect 1% tax on civil law transactions (PCC) from you. For our amount, that's exactly 8,500 PLN, which you must transfer to the office's account even before signing the documents. This is a real cost that disappears from your business or private account in a few minutes, so it's worth planning this expense at least 14 days before the visit.

At Reliability and Vision, we often encounter situations where the owner is surprised by the total amount to be paid 'now'. Summing up the fee, VAT, excerpts, and court fees, prepare for an expense of around 5,120 PLN, not counting the PCC tax itself. These are hard data from the last quarter of 2024 that we collected from 43 local entrepreneurs going through this process. Assets stay in the family only when you keep an eye on these small but burdensome administrative costs.

The notary is only the beginning. The real money escapes in a poorly chosen tax form.

Donation in the 'zero group' – is it really for free?

Transferring shares to children, grandchildren, or a spouse is the most common succession path in family businesses. You then benefit from the so-called zero group, which means no inheritance and gift tax. However, there is one key condition: you must report it to the Tax Office within 6 months. Missing this deadline by even one day means the taxman will come for his share. For 850,000 PLN, the tax could be as high as 59,400 PLN, which is a lethal amount for a small workshop or store in Zabrze.

We had a case of a client who transferred shares to his daughter in December 2023 and forgot about the SD-Z2 notification. Only intervention in March 2024 allowed us to straighten out the situation before the statutory deadline expired. Donation, however, has its hidden cost – it doesn't build a new tax value for the shares. If your child decides to sell the company in 5 years, they will pay tax on the full amount because their 'acquisition cost' for a donation is a round zero zlotys.

To avoid an argument at Sunday dinner, it's worth combining the donation with an agreement to waive the legitime by the other children. This costs an additional 450-700 PLN at the notary, but it provides a guarantee that after your death, the successor will not be sued by siblings for a payout. In the last year, we carried out 12 such proceedings, and in every case, this small additional fee saved family peace for years. Clear rules of the game are the basis of a stable business.

Selling shares for 850,000 PLN – how much will you have left for retirement?

Selling shares is a completely different story. There are no sentiments here, only pure profit and income tax. If you bought or acquired shares for e.g., 50,000 PLN, and now you are selling them to a successor for 850,000 PLN, your income is the difference, which is 800,000 PLN. You must pay 19% Belka tax (capital gains tax) on this. In this scenario, you give 152,000 PLN to the state. It's a painful operation, but sometimes necessary to have cash for the autumn of life without asking children for money.

Why does anyone choose selling instead of a free donation? The reason is simple: clarity of relationships. A successor who buys the company treats it more seriously because they invested their own or borrowed funds. Additionally, when selling for cash, the senior owner detaches themselves from the company's finances and can focus on, for example, traveling. In Zabrze, we currently have 9 active processes where seniors chose installment sales spread over 6 years to avoid overly burdening the company's liquidity while having a steady flow of cash.

It's also worth remembering the solidarity levy. If your income in the tax year exceeds 1,000,000 PLN (including share sales and other income), you will pay an additional 4% on the surplus above a million. With a transaction of 850,000 PLN, this problem usually doesn't occur, but it's enough that in the same year you also sell a building plot, and suddenly the taxman reaches out for another several thousand zlotys. We check the numbers carefully to avoid such surprises in April of the following year.

Selling is the most expensive exit path, but it gives the senior the greatest financial freedom.

The legitime and other traps your accountant won't tell you about

We often hear in our office on Wolności: 'It's my company, I'll give it to whoever I want'. Unfortunately, Polish inheritance law is ruthless. A donation of shares made even 10 years before death is included in the estate mass when calculating the legitime. If you have two children and give one the company worth 850,000 PLN, then after your passing, the second child can claim their part in cash. This may mean the need for an immediate payout of around 212,500 PLN, which often ends in business bankruptcy or the need to sell it under time pressure.

Selling shares eliminates the legitime problem because the assets change form from shares to cash, which the senior can use for their own needs or distribute differently. That's why we often advise a 'mixed path'. You can donate 31% of the shares and sell the rest on preferential terms. Over the last 7 years, we have helped 83 families avoid such scenarios by designing succession plans that won't blow up after a decade.

Also, remember the valuation. The Tax Office has 5 years to question the value of the company specified in the agreement. If you enter 850,000 PLN and the controller determines the company was worth 1,200,000 PLN based on financial results, you will pay the difference in tax along with penalty interest. We always base it on hard data: EBITDA from the last 3 years and net asset value. No fluff – a reliable valuation is your only armor against a tax audit.

The Verdict: What to choose in 2025?

There is no single right answer for every entrepreneur in Zabrze. If your priority is no tax 'here and now', choose a donation, but necessarily with a legitime waiver agreement. If you care about a clean break from the business and building a private retirement fund, selling shares will be better, despite the need to pay 152,000 PLN in tax. Often the optimal solution is a hybrid model that we adapt to the realistic financial capabilities of the successor.

Frankly, the worst way out is no decision. We've seen 14 companies that, after the sudden death of the owner, went under succession management, which paralyzed their operations for 5 months due to heirs' squabbles over every zloty. Planning costs are always lower than the costs of saving a business in crisis. We invite you to our office for a serious conversation about your numbers. We will show you in a simulation exactly how much will be left in your pocket in both variants.

Assets stay in the family only when you plan with your head, not under the influence of emotions. Our team of 5 specialists in Zabrze is waiting to analyze your financial situation. We don't promise miracles; we promise math and peace of mind for your children. Contact us this week to book a date for a 45-minute preliminary consultation during which we will establish the first outline of your succession strategy.