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act legal Poland advises Adventum on refinancing of an office building in Poznań

Adventum, an investment fund operating internationally, has successfully closed the refinancing of Poznań Financial Centre. The new financing has been secured by Berlin Hyp AG.

act BSWW legal & tax advised Adventum throughout the whole refinancing process. The services provided by the law firm included drafting transaction-related documents, negotiation support and transaction-related advice.

The project was led by Marta Kosiedowska (attorney-at-law, Partner) and Marek Wojnar (attorney-at-law and Managing Partner, co-heading the real estate practice of the law firm). They were supported by Mariusz Grochowski (attorney-at-law, Senior Associate).

We are pleased to advise Adventum on another project regarding financing of its real estate operations in Poland – says Marta Kosiedowska, Partner at act BSWW legal & tax.

Adventum is a group of boutique investment fund management companies focused on Central European real estate investments.

Berlin Hyp AG was represented in the process by Deloitte Legal.

 

IFLR1000 recommendation in Banking

We are pleased to inform, that our law firm has been recommended by IFLR1000 in Banking.

For nearly 20 years, our team has been advising on financing of the investment projects (bank, private debt and equity). The total value of financing projects on which act BSWW legal & tax has consulted is over EUR 1bn.

IFLR1000 is one of the renowned international directories, a guide to the world’s leading law firms specializing in financial law.

Click here for more information.

NEWSLETTER: The tax side of real estate / June 2021

Get the RET right

The tax side of real estate
Periodic newsletter for the Real Estate sector
June 2021

It is the taxpayer’s decision whether a leased property belongs to personal assets or is considered as an asset related to business operations, according to the resolution of the Supreme Administrative Court of May 24, 2021 (case files no. II FPS 1/21).
The case concerned the allocation of lease income to the right source, and its connection with business operations.
“Lease income (…) is categorized, without any restrictions, as the income source specified in article 10 section 1 item 6 of the Personal Income Tax Act of July 26, 1991 (Dz. U. / Journal of Laws of 2020, item 1426, as amended), unless it has been added by a natural person to assets related to business operations,” concluded the Supreme Administrative Court.

The lessee’s approval of the lease conditions suggested by the lessor in return for a specific fee shall be regarded as VAT-taxable services, according to the advance tax ruling issued by the President of the National Fiscal Information on February 03, 2021 (no. 0114-KDIP4-1.4012.661.2020.2.AM).
The case concerned a lessor that agreed to pay a one-off fee to the lessee as an incentive to enter into the lease agreement.
“The purpose of the incentive is for the lessee to enter into an agreement with the Applicant, rather than any other entity. The incentive is supposed to encourage the lessee to take a specific action, i.e. to execute the lease agreement. In such case, there is a clear relation between the fee paid by the lessor (Applicant) and the lessee’s action (execution of the lease agreement). Consequently, in the case at hand, there is an element of reciprocity, one that is necessary to determine that the payment is, in fact, made for the services performed,” concluded the President of the National Fiscal Information, at the same time confirming the lessor’s right to deduct VAT from the invoice covering the aforesaid incentive.

The limitation of tax-deductible costs does not apply to services consisting in the management of investment project preparation and implementation, acquired from affiliated entities, according to the advance tax ruling issued by the President of the National Fiscal Information on June 07, 2021 (no. 0111-KDIB1-2.4010.165.2021.1.ANK).
The case concerned a company established in order to implement a development project. The company was acquiring investment project preparation /
implementation management services (among others) from affiliated entities, as defined in the CIT Act. The company had some doubts as to whether the aforesaid costs of services, regarded as the expenses discussed in article 15e section 1 item 1 of the CIT Act, capitalized to the initial value of the building recorded as a fixed asset, minus the depreciation write-offs made after the disclosure of fixed assets, and categorized by the company as tax-deductible, will still be considered as tax-deductible upon the sale of the building, whereas the limitation referred to in article 15e section 1 item 1 of the CIT Act will not apply due to the exception offered by article 15e section 11 item 1 of the CIT Act, regardless of the building’s reclassification from inventory (goods) to fixed assets.
“(…) Investment project preparation and implementation management services (…) are considered as costs related directly to the production of goods (or performance of services), as referred to in article 15e section 11 item 1 of the Corporate Income Tax Act. (…) Such services are vital for the Project and form its inherent part; i.e. if the Company had not acquired the Services, it would not have been able to develop the Project. Given the above, the Applicant’s opinion that (…) the limitation referred to in article 15e section 1 item 1 of the
CIT Act will not apply due to the exception offered by article 15e section 11 item 1 of the CIT Act, regardless of the building’s reclassification from inventory (goods) to fixed assets, should be considered as correct,” concluded the President of the National Fiscal Information.

Loans provided by a VAT payer (irrespective of the frequency and purpose of loans, or the PKD [Polish Classification of Business Activity] code) should be VAT-exempt, meaning that they should also be exempt from the tax on civil-law transactions, according to the advance tax ruling issued by the President of the National Fiscal Information on May 05, 2021 (no. 0111-KDIB3-1.4012.117.2021.3.ASY).
The case concerned a company that was not conducting lending activities, and such operations were not included in its articles of association or its listing in the National Court Register.
“If a VAT payer grants loans, such actions shall be regarded as taxable, irrespective of the frequency and purpose of the loans, or the borrower’s status. Any loans provided by a business entity in relation to its operations can be identified and categorized as related to such professional operations, which gives rise to VAT obligations, even if such activities are not covered by the entity’s object of business. (…) Given the fact, however, that such services are included in the list provided in article 43 section 1 item 38 of the VAT Act, the loan granted by the Company (Lender) to the Applicant shall be VAT-exempt,” concluded the President of the National Fiscal Information.

Rescission fee is subject to VAT, according to the advance tax ruling issued by the President of the National Fiscal Information on June 16, 2021 (no. 0113-KDIPT1-1.4012.205.2021.2.MG).
The case concerned a taxpayer that entered into a preliminary sale agreement in which the parties undertook to execute a final sale agreement within a specific deadline, save that the seller is entitled to rescind the preliminary agreement (until the date specified therein) in exchange for the return of the advance and payment of a rescission fee.
“(…) It needs to be noted that acceptance of the Seller’s rescission of the sale agreement for a specific fee should be regarded as services, as defined in article 8 section 1 of the VAT Act, meaning that the rescission fee obtained by the Applicant is subject to VAT under article 5 section 1 item 1 of the VAT Act,” concluded the President of the National Fiscal Information.

A limited partnership may apply the exemption provided in article 22 section 4 of the CIT Act to profits distributed to its limited partner, generated by the partnership after January 01, 2021, according to the advance tax ruling issued by the President of the National Fiscal Information on June 11, 2021 (no. 0111-KDIB1-1.4010.127.2021.2.EJ).
The case concerned a limited partnership whose limited partner (acting as such for over two years) is a Polish tax resident and CIT payer, holding the right to at least 10% of the partnership’s profits, save that the limited partner’s share in the profits does not result directly from the proportion between the partner’s capital contribution and the total value of all contributions; instead, it results from the limited partnership agreement.
„(…) The exemption provided in article 22 section 4 of the CIT Act shall only apply to income resulting from a share in profits of a limited partnership or ordinary partnership [spółka jawna], generated from the day when such partnership became a CIT payer,” concluded the President of the National Fiscal Information.

Need any assistance? Got any questions? Call or e-mail us

Małgorzata Wąsowska
Tax Advisor / Partner / Head of Tax
+48 691 477 047
malgorzata.wasowska@actlegal-bsww.com

Michał Brzozowicz
Tax Advisor / Attorney-at-law / Senior Associate
+48 665 667 110
michal.brzozowicz@actlegal-bsww.com

Jakub Świetlicki vel Węgorek
Tax Advisor / Trainee Attorney-at-law / Associate
+48 505 703 768
jakub.swietlicki@actlegal-bsww.com

Szymon Kokot
Trainee Attorney-at-law / Associate
+48 691 557 507
szymon.kokot@actlegal-bsww.com

Marcelina Daszkiewicz makes partner at act BSWW

Marcelina Daszkiewicz, attorney-at-law, has joined the group of act BSWW’s partners.

She has been with the law firm since 2016.

She specializes in public procurement law, providing comprehensive services related to tender procedures, which involve preparation and compilation of documents, legal analyses and appeals.

Marcelina prepares draft agreements and letters in administrative proceedings, including disputes between beneficiaries of EU funds and relevant institutions. She has several years of experience in legal consulting services for contracting authorities and contractors alike, including their representation before the National Appeals Chamber, which has allowed her to learn about a wide array of problems related to public procurement.

Marcelina is a frequent presenter at public procurement conferences and seminars and author of numerous publications in leading trade magazines.

Maciej Iwanejko makes partner at act BSWW

Maciej Iwanejko, attorney-at-law, has just joined the group of act BSWW’s partners. He has been with the law firm since 2012.

Maciej specializes in commercial law, civil law and civil procedure law. He has extensive experience in providing comprehensive legal services to commercial companies, including issues related to anti-money laundering and financing of terrorism.

He advises companies, whose shares have been admitted to trading on the Warsaw Stock Exchange and introduced to trading in the alternative trading system (NewConnect). He also advises entities on fulfilling information obligations under the MAR Regulation.

His fields of expertise include sports law. Maciej provides support on international and national transfers and advises sports associations, clubs, players and managers.

 

act legal Poland advises Globalworth on lease negotiations for retail space in Renoma in Wrocław

The rapidly growing producer and seller of eco-friendly groceries, especially pickled foods, fermented beverages and other plant-based products, operating the “Zakwasownia” brand, has expanded its store in Renoma.

act BSWW legal & tax was advising the lessor, Globalworth. Comprehensive legal consulting during the negotiations of the lease agreement were provided by Marta Łobzowska, attorney-at-law, Senior associate at act BSWW.

Globalworth is a leading investor in the commercial real estate sector in the Central and Eastern Europe, focusing on Poland and Romania, two largest property markets in that region. It has a real estate portfolio valued at approx. EUR 3bn, managed by an in-house team of over 200 professionals.

Wrocław-based Renoma, owned by Globalworth, is now undergoing a makeover, after which it will get new original food concepts, well-known fashion brands and top-class office space. At the same time, the building continues to offer a broad range of convenient everyday shopping options at level -1.

How R U CEE? All you need to know about real estate in CEE

How did the first months of the pandemic affect developers’ timelines, investment plans and tenants’ expectations in four largest CEE countries? Were the investors operating in Poland, the Czech Republic, Hungary and Romania rattled or shattered by the first two waves of the medical crisis? To what extent could the pandemic disrupt business strategies? Which sectors turned out to be most immune to COVID-19 and how did labor markets react to all of that?

These questions are addressed in BNP Paribas Real Estate’s report, “How R U CEE?” developed in cooperation with act legal, Hays, the French-Polish Chamber of Commerce, the Netherlands-Polish Chamber of Commerce and the Belgian Business Chamber.

The report provides an overview of the commercial real estate market, broken down into specific segments, from the perspective of developers and investors in the Central and Eastern Europe.

act legal professionals from Poland, the Czech Republic, Hungary and Romania share their views on current trends in the CEE commercial property market and legal aspects of COVID-19’s impact, while also commenting on recent amendments to legal and tax regulations, which are relevant for investors.

Media opt for V.Offices

A new tenant is about to move into V.Offices in mid-2021. Ringier Axel Springer Polska (RASP) has leased over 4,300 sqm in the building owned by AFI Europe. During the negotiations, the lessor was represented by Knight Frank and act BSWW legal & tax, while CBRE was advising the tenant.

“This marks an important step in our leasing process. Kraków is the largest regional market in the office sector, which means that there are many options to choose from. I’m glad we have managed to come up with a convincing proposal for Ringier Axel Springer Polska. We will do everything we can to provide the new tenant with comfortable working conditions,” says Sebastian Kieć, CEO at AFI Europe.
Ringier Axel Springer Polska is Poland’s biggest publisher, with a portfolio that covers traditional and online media outlets, including Newsweek, Onet.pl, Forbes, Business Insider and Fakt.

“Our new office is a modern space that fosters creativity and cooperation. We have designed many different work zones, following the Smart Work philosophy, based to which we want to collaborate with each other, clients, business partners and users. Each employee can choose their surroundings, from traditional work-stations to coworking zones where you can sit down with the whole team or hold a creative workshop with a client,” says Edyta Serafin, Administrative Director at Ringier Axel Springer Polska.

“140,000 sqm of new office space was developed in Kraków and 2020, with further 120,000 sqm underway. The office market in the capital of Małopolska region provides tenants with a possibility to choose from multiple interesting projects. As the pandemic went on, we could see a growing will to cooperate among building owners and tenants, which is reflected in the increased flexibility of negotiation processes. This is also true for the agreement with RASP. The publisher was offered appealing lease conditions that allow for high adaptability in the approach to office space, while at the same time securing the company’s further growth,” says Anastasiya Gladka, Consultant at CBRE.

V.Offices – on the green side

V.Offices is an attractive work location with over 21,400 sqm of office space. It is perfectly situated in terms of access to public transportation. The building is eco-friendly. It features an electric vehicle charging station and bike stations, thus addressing the needs of the employees who favor commuting options that have no negative impact on the environment. At the design stage, V.Offices was awarded the “International New Construction” certificate.

“We are more than happy to see the growing number of tenants in Kraków’s greenest office development. As the exclusive leasing agent, we are perfectly aware of the benefits that V.Offices can offer to its tenants. The fact that such renowned brand has chosen this building is the best testimony to its quality,” says Klaudia Rydz, Negotiator at Knight Frank.

“Despite the current situation, the last quarter has seen a number of significant transactions in the commercial real estate market. One of the examples confirming that rule is the unflagging interest in V.Offices. We were pleased to get the chance to advise AFI Europe on negotiations and execution of an agreement with the new tenant,” says Alicja Sołtyszewska, attorney-at-law, Partner at act BSWW legal & tax.

The interior arrangement concept was developed by Workplace in accordance with the needs of Ringier Axel Springer Polska and its employees.

Ilnedro was supervising proper implementation of the architectural design from the technical perspective.

 

 

act legal Poland ranked in The Legal 500 EMEA 2021

We are delighted to announce that we have received recognition from The Legal 500 EMEA 2021 in seven categories and numerous individual recommendations for our practitioners.

Recommendations for the law firm:
– real estate
– capital markets
– commercial, corporate and M&A
– construction
– white-collar crime
– dispute resolution
– banking and finance

Recommended lawyers:
– real estate:
Michał Wielhorski, Marek Wojnar, Alicja Sołtyszewska, Mateusz Prokopiuk, Marta Kosiedowska
–capital markets:
Piotr Smołuch, Piotr Wojnar, Janusz Szeliński, Łukasz Piekarski, Łukasz Polak
– commercial, corporate and M&A:
Jacek Bieniak, Piotr Wojnar, Marek Wojnar, Marta Kosiedowska, Janusz Szeliński
– construction:
Marek Wojnar, Michał Wielhorski, Mateusz Prokopiuk
– white-collar crime:
Piotr Wojnar; Piotr Pośnik, Łukasz Piekarski
– dispute resolution:
Jacek Bieniak, Giuseppe La Rosa, Marek Miszkiel
– banking and finance:
Michał Wielhorski, Mateusz Prokopiuk

The Legal 500 is one of the world’s largest legal referral guides.
Click here and see below for more information.

CONSTRUCTION – TIER 2

The construction group at act BSWW has a notable emphasis on commercial, residential, warehousing and infrastructure matters. Led by Marek Wojnar and Michał Wielhorski, it acts for domestic and international clients across the spectrum of construction from public procurement through to (where necessary) litigation. Specifically, the team handles planning negotiations, architectural services, FIDIC contracts and EPC agreements. In addition, the group advises on performance bonds, environmental protection matters, and zoning and permits. Mateusz Prokopiuk was promoted to the partnership in July 2020.
Practice head(s): Marek Wojnar; Michał Wielhorski
Other key lawyers: Mateusz Prokopiuk

REAL ESTATE – TIER 3

The ‘very professional and pro-active team’ at act BSWW is led by Michał Wielhorski and Marek Wojnar. Real estate is one of the firm’s core competencies, an area in which it handles large commercial developments as well as residential, hotel, leisure and logistics matters. The team covers everything from due diligence through to sale and acquisition, joint ventures, permitting, investment financing and leasing. Lease agreement expert Alicja Sołtyszewska, Mateusz Prokopiuk (who was promoted to the partnership in 2020) and Marta Kosiedowska are other key contacts.
Practice head(s): Michał Wielhorski; Marek Wojnar
Other key lawyers: Alicja Sołtyszewska; Mateusz Prokopiuk; Marta Kosiedowska

Testimonials

‘Very professional and pro-active team. They put themselves into the situation of the client and do represent it, not just automatically execute what they are instructed.’

‘Marta Kosiedowska – Partner, exceptional legal professional be it acquisitions or financing matters. Marek Wojnar – Partner, exceptional director leading client care and engagement.’

‘act BSWW is rather local company but it provides the quality and best practices of an international law firms. I know, they are active on real estate market for very long time and this experience creates trust. ’

‘From my side two names: Marek Wojnar and Marta Kosiedowska. Marek is a managing partner but he always take active role in negotiations and does not delegate handling them to others. He is a brilliant negotiator. Marta Kosiedowska is a great advisor, reliable, hard-working and committed. She is able lead complex negotiations. ’

‘So far I have worked with Alicja Sołtyszewska. Based on that I think act bsww has strong individuals that are finishing hard tasks. I also have experience with the translator – he has done his job fast and skilfully. Cooperation within team was efficient.’

‘I have worked with Alicja Sołtyszewska and I have a great experience working with her. She is a great specialist and professional. Contracts are prepared quickly and thoroughly. Any questions are answered immediately, and any corrections are made straight away. When there is a need to do a fast redraft, there are no obstacles and Alicja is 100% dedicated to it. Without the slightest hesitation, I can recommend working with her, because the quality of her work guarantees stability when closing large contracts.’

‘For the BSWW team, I am not one of many clients, but I always feel that I am the most important.’

‘It is with great pleasure that I would like to mention Marta Kosiedowska, who is someone unique on the Warsaw market in the field of real estate Her knowledge, vast experience and commitment are something that distinguishes her and means that I do not see a better advisor in real estate cases. One should also mention Marek Wojnar with whom I have had the pleasure of working for years. Marek is, in my opinion, one of the best negotiators in Warsaw. Despite the fact that he has been a partner for many years, he always tries to personally run a case commissioned by him.’

‘The team have proved to be competent, quick and communicative. They presented their opinions in a clear and precise way and have been responding to our questions in a short time. The team pointed out all crucial rental risks for us. They had a broad knowledge of real-estate. They were very committed and available. They met deadlines. Always well-prepared for meetings, well-mannered. Factual and precise, going straight to the point.’

WHITE-COLLAR CRIME – TIER 3

act BSWW’s lawyers specialise in criminal cases arising from business transactions, fiscal penal issues, as well as criminal liability in workplace accidents. The group also regularly represents executives facing allegations of bribery. Co-leading the group are Piotr Wojnar, whose practice involves capital markets-related criminal matters, and Piotr Pośnik, who is an expert in criminal economic law. Łukasz Piekarski also has experience of criminal proceedings.
Practice head(s): Piotr Wojnar; Piotr Pośnik
Other key lawyers: Łukasz Piekarski

Testimonials

‘BSWW specializes in white-collar crimes, particularly related to the financial sector. The team has a broad knowledge of all aspect of the financial sector. The team understands the mechanisms of the financial sector and understands the problems and risks related to it. ’

‘I have worked with Piotr Wojnar, who is very experienced in white-collar cases related to the financial sector. He sees the case in all its aspects, including criminal, administrative and regulative. He is also very open for dialogue and discussion. He is always perfectly prepared for all meetings and activities.’

CAPITAL MARKETS – TIER 4

act BSWW’s core strength is in capital markets, for which it is called on by brokerage firms, investment banks and funds in the IT and real estate sectors. It handles debt and equity matters, including IPOs and bond issuances. Leading the team are co-managing partners Piotr Wojnar, who focuses on equity transactions, and debt capital markets expert Piotr Smołuch.
Practice head(s): Piotr Smołuch; Piotr Wojnar
Other key lawyers: Janusz Szeliński; Łukasz Piekarski; Łukasz Polak

Testimonials

‘Tailor-made approach. Fast and reliable service. Creative approach in achieving set business goals.’

‘Long and deep experience with close approach to current changes in legal environment.’

‘Piotr Wojnar is an institution in himself!’

COMMERCIAL, CORPORATE AND M&A – TIER 5

act BSWW’s team assists Polish and foreign clients with reorganisations, de-mergers, joint ventures and corporate law issues, as well as advising on commercial agreements and licensing. Jointly leading the team are corporate and public procurement law expert Jacek Bieniak, capital markets specialist Piotr Wojnar and Marek Wojnar, who focuses on the real estate and construction sectors.
Practice head(s): Jacek Bieniak; Piotr Wojnar; Marek Wojnar
Other key lawyers: Marta Kosiedowska; Janusz Szeliński

Testimonials

‘Efficient, good negotiators, getting things done.’

‘Long term experience with close approach to changes in legal environment.’

‘Highly competent law firm. Very fast reaction times with good availability. For the quality of services granted they are actually to cheap.’

‘Piotr Wojnar is an institution himself!’

BANKING AND FINANCE – TIER 6

act BSWW’s group is focused entirely on investment financing, with particular expertise in the real estate sector, where it advises Polish and foreign real estate developers and investment companies on projects across Poland. Senior associate Mateusz Prokopiuk takes the lead on a number of real estate financing matters. Managing partner Michał Wielhorski has significant experience of debtor-side work.
Practice head(s): Michał Wielhorski
Other key lawyers: Mateusz Prokopiuk

DISPUTE RESOLUTION – TIER 6

act BSWW’s team specialises in disputes related to business transactions, including in relation to commercial agreements, debt recovery enforcement and in settlement negotiations. In Giuseppe La Rosa, the firm has a dual Polish- and Italian-qualified lawyer with expertise in public procurement disputes, regularly representing Polish companies in court proceedings in Italy. Marek Miszkiel has a growing practice in bankruptcy disputes. Managing partner Jacek Bieniak heads the department.
Practice head(s): Jacek Bieniak
Other key lawyers: Giuseppe La Rosa; Marek Miszkiel

act legal Poland ranked in Chambers Europe 2021

We are delighted to announce that we have received recognition from Chambers Europe for our real estate practice and individual recommendations for our practitioners.

Recommendation for the law firm:
– Real Estate – Band 4

Recommended lawyers:
Piotr Smołuch (Capital Markets: Debt) – Up and Coming
Michał Wielhorski (Real Estate) – Band 4

Chambers and Partners is one of the world’s largest legal referral guides.
Click here for more information.