{"id":5902,"date":"2026-05-31T20:08:30","date_gmt":"2026-05-31T18:08:30","guid":{"rendered":"https:\/\/ak-law.pl\/blog\/does-the-sale-of-shares-result-in-immediate-loss-of-sme-status\/"},"modified":"2026-09-23T15:47:00","modified_gmt":"2026-09-23T13:47:00","slug":"does-the-sale-of-shares-result-in-immediate-loss-of-sme-status","status":"publish","type":"post","link":"https:\/\/ak-law.pl\/en\/blog\/does-the-sale-of-shares-result-in-immediate-loss-of-sme-status\/","title":{"rendered":"Does the sale of shares result in immediate loss of SME status?"},"content":{"rendered":"\n

Loss of SME status may have significant consequences for a business receiving State aid, but a sale of shares does not in itself determine either the company\u2019s subsequent status or whether funding must be repaid. Where there is a change of ownership, the SME status, the conditions of the relevant programme and funding agreement, and the impact of the transaction on project sustainability<\/a> must be assessed separately. <\/p>\n\n

Particular questions arise where ownership changes take place after funding has been awarded. Does the entry of a new investor or the sale of shares automatically result in loss of SME status? And can it lead to an obligation to repay funding? The implications of a company sale are discussed in more detail here: Must funding be repaid after the sale of a company?<\/a> <\/p>\n\n

What determines SME status?<\/h2>\n\n

The definition of a micro, small or medium-sized enterprise is set out in Annex I to Commission Regulation No 651\/2014<\/a> (GBER). In determining SME status, account is taken of the number of employees and the financial data of the enterprise. It is also relevant whether the enterprise is autonomous, a partner enterprise or a linked enterprise. In the case of partner and linked enterprises, the data of other enterprises are taken into account in the appropriate proportion. <\/p>\n\n

A change of ownership may therefore alter the group of enterprises whose data must be taken into account when determining SME status. At the same time, Article 4(2) of Annex I to the GBER provides that exceeding or falling below the relevant headcount or financial thresholds results in the loss or acquisition of SME status only where that situation occurs over two consecutive accounting periods. <\/p>\n\n

This rule is particularly important in the context of ownership changes, but it should not be understood as a simple \u201ctwo-year grace period\u201d running from the date on which the shares were sold. The relevant accounting periods, the structure of the group of enterprises and the data that must be taken into account in the particular case need to be determined. <\/p>\n\n

Does an acquisition by a large investor result in loss of SME status on the transaction date?<\/h2>\n\n

For many years, the view was expressed in practice that the acquisition of an enterprise by a large entity results in an immediate change of status. This approach was presented, among other sources, in the European Commission\u2019s User Guide to the SME Definition<\/a>. The difficulty is that the User Guide is a guidance document rather than a source of binding law. <\/p>\n\n

Of particular importance in this respect is the judgment of the General Court of the European Union of 9 September 2020 in Kerkosand, T-745\/17. The Court indicated that, when assessing SME status, the relevant accounting periods must first be identified, the relevant partner and linked enterprises must be determined, and it must then be established whether the SME thresholds were exceeded over two consecutive accounting periods. The date on which the shares were sold is therefore not sufficient in itself to determine the enterprise\u2019s status. The structure of the group and the data relevant to the accounting periods resulting from Annex I to the GBER must be reconstructed. <\/p>\n\n

The sale of shares and loss of SME status are one issue. Project sustainability is another. <\/h2>\n\n

This distinction is particularly important for funding recipients. A sale of shares may create new links between enterprises and affect the data taken into account when determining the company\u2019s status. At the same time, a share transaction does not, as a rule, transfer the company\u2019s assets. The funding recipient remains the same company. Its equipment, infrastructure, project results and rights arising from agreements remain part of its assets unless the transaction is accompanied by additional measures. <\/p>\n\n

For a funded project, the following issues should therefore be examined separately:<\/p>\n\n