M&A advisory

Cruise through the dynamic tech landscape with our specialized tax due diligence services. We assess your target company’s tax obligations, exposures, and risks, providing invaluable insights for confident decision-making in tech mergers, acquisitions, or investments. Unearth potential tax liabilities and gain strategic mitigation strategies, ensuring a seamless journey in the technology sector.

Structuring memoranda

Navigate the tech sector with precision using our custom-crafted tax structuring memorandum. Our expert tax strategists design a strategic roadmap tailored to optimize your financial framework, pinpointing efficient methods to manage tax liabilities, maintain regulatory compliance, and maximize your benefits.

Tax analysis of transactional contracts

Enhance your tech ventures with our in-depth analysis of transactional contracts, meticulously examining and optimizing tax clauses within contractual agreements. We guarantee that contracts align seamlessly with your tax efficiency objectives, effectively mitigating risks, reflecting commercial agreements, and maximizing benefits for your tech business. Depending on your specific requirements, we offer co-drafting and verification services for preliminary and closing contracts, insurance policies, side letters, representations & warranties clauses, and Letters of Intent.

Transactional tax rulings

In the ever-evolving landscape of M&A tax risk mitigation in Poland, transactional tax rulings stand as a crucial component. Precision in drafting them is of utmost importance. Our service guarantees meticulous attention to detail, providing comprehensive tax protection for asset deals and enterprise acquisitions, and safeguarding your financial interests.

Buy-side and sell-side due diligence

We conduct financial due diligence for both buy-side and sell-side transactions across the TMT sector, including share and enterprise deals. We identify key risks, assess recurring revenues and cost structures, and provide insights into technology-specific KPIs such as churn, ARR, and CAC.

Purchase Price Allocation (PPA) and Purchase Price Calculation

We support technology and media clients in the accurate calculation and allocation of purchase price in accordance with accounting standards. Our experience includes identifying and valuing intangible assets such as software, platforms, customer relationships, and brand-related IP.

Closing accounts review and adjustments

We review closing accounts in technology transactions to ensure the accurate reflection of working capital, deferred revenue, capitalised development costs, and other sector-specific adjustments. Our work helps avoid post-closing disputes and supports precise settlement mechanisms.

M&A Advisory and Transaction Structuring

We advise TMT clients on the structuring of M&A transactions, including cross-border tech deals, earn-out mechanisms, IP carve-outs, and joint ventures. Our approach combines tax and financial insights tailored to the fast-paced and IP-driven nature of the sector.

Flow of funds calculations

We prepare detailed flow of funds statements for technology deals, taking into account complex equity structures, option pools, convertible instruments, and SaaS-specific adjustments. Our calculations ensure clarity in cash movements and precise settlement at closing.

IP Box

We’ll help you identify your company’s R&D activities, determine qualified IP assets, and assist in applying for tax rulings. Plus, we’ll guide you through the tax reporting process and help you secure tax refunds.

R&D allowances

We answer questions such as: What are research and development activities? How does the R&D tax incentive work? How to account for expenses related to R&D and research work? The R&D allowance is an attractive solution for all businesses engaged in research and development, regardless of their size. We’ll guide you through identifying eligible expenses, maximizing deductions, and ensuring compliance with the R&D tax regulations.

B2B and labor contracts

While entering into B2B contracts can offer flexibility, it comes with a potential tax and social security contributions risk. If it shares too many characteristics with an employment relationship, it may be reclassified as an employment contract. This could result in arrears in social security and health insurance contributions, income tax advances, and VAT. We help you minimize this risk by utilizing available tax risk management instruments.

Board members

Board members can receive remuneration through various titles, including labor contracts, management contracts, appointment resolutions, or by providing B2B services to the company. We provide clarity on the tax and social security contributions associated with each of these titles, ensuring that you understand the specific obligations and regulations that apply to your situation.

Forensic due diligence & risk assessment

We conduct forensic due diligence and risk reviews in TMT transactions, including cybersecurity risks, revenue recognition, data monetisation practices, and compliance with licensing. We support investors in identifying red flags and protecting value.

Accounting services

We maintain the accounts in accordance with Polish regulations and tax requirements. For reporting purposes, we can provide financial data according to IFRS or US GAAP standards. If necessary, we can perform bookkeeping in the client’s system.

Tax compliance

We provide ongoing tax compliance services in VAT and CIT area. We prepare and submit to the tax administration the required data and tax returns. We are the main contact person for Polish tax authorities. We handle tax audits.

Payroll services

We provide payroll and human resources services for employed employees. In addition to preparing the monthly payroll, we take care of personnel records, notifications and reporting to the Social Security Administration. We keep records of absences and provide employees with access to the e-employee portal. We assist in the preparation of employment contracts and other HR documents. We provide support in the recording and settlement of B2B contracts.

Financial statements & reporting

We prepare periodic financial reports for group needs. If necessary, we calculate the amount and issue a “cost-plus” invoice. For reporting purposes, we can provide financial data according to IFRS or US GAAP standards. We handle the preparation of statutory financial statements and reporting to Polish Central Bank (NBP).

Directorship services

We can provide experienced individuals to act as professional, independent directors of special purpose companies. We will handle the contact with the local bank and other institutions. We can sign employment contracts and other personnel documents on behalf of the company. We offer our director services in conjunction with our accounting and tax services.

Cash management

We handle the cash management of the SPV. We prepare and enter bank transfers, prepare liquidity requests, and handle currency conversions. We monitor and prepare liquidity plans.

Financial monitoring & budget performance review

We support TMT companies and investors in ongoing financial monitoring, focusing on budget execution, burn rate, KPI tracking, and variance analysis. Our reviews enhance financial discipline and provide early signals for strategic and operational decisions.