Selling an online store is becoming increasingly common in the fast-growing e-commerce sector. The Polish online retail market continues to grow at an annual rate of 10–20%, with online shopping becoming the norm in sectors such as fashion, electronics, cosmetics, and healthcare. More and more entrepreneurs are choosing to sell their e-commerce businesses – whether to exit the market, restructure operations, or invest in new ventures.
With the development of ready-to-use solutions (such as Shopify, WooCommerce, and Shoper), running an online store is easier than ever. Moreover, many Polish companies are successfully expanding into international markets. However, selling an online store is a complex process involving legal, tax, GDPR, and technical considerations related to transferring digital assets.
How to Sell an E-Commerce Store? Two Main Transaction Models
An e-commerce business sale can be carried out in two main ways:
- As asale of a business unit (ZCP – organized part of an enterprise),
- As asale of individual business assets.
The form of the transaction determines VAT treatment, legal liability, and whether business operations continue seamlessly after the sale.
Selling an Online Store as a ZCP (Organized Part of an Enterprise)
A ZCP is a part of a company that is organizationally, financially, and functionally separated and capable of operating independently – for example, an operational online store. A ZCP may include:
- Domain name and website,
- Customer database (compliant with GDPR),
- Social media accounts,
- E-commerce and payment systems,
- Documentation, know-how, inventory, and supplier contracts.
Advantages of Selling a ZCP:
- No VAT– the transaction is not subject to VAT (under Article 6 of the Polish VAT Act),
- Smooth transfer of contracts and customer relationships, ensuring business continuity,
- Higher market value– the buyer acquires a fully functioning business,
- Retention of employees and logistics operations, reducing operational risk,
- Ready-made business model– ideal for investors looking to scale quickly.
The sale of a ZCP is subject to income tax (PIT or CIT), with revenue recognized on the date of signing the sale agreement. Expenses incurred to acquire ZCP components may be deducted as tax-deductible costs.
Selling an Online Store as Individual Business Assets
Alternatively, the store may be sold as a collection of selected business assets. In this model, each component of the business (such as domain name, customer list, brand, or inventory) is transferred individually to the buyer. Commonly sold assets include:
- Domain name and website,
- E-commerce platform (e.g., WooCommerce, Shopify),
- Customer databases (GDPR-compliant),
- Social media accounts (Facebook, Instagram),
- Trademarks, logo, and graphic assets,
- Hardware, warehouse stock, software,
- Documentation and operational know-how.
Advantages of Asset-Based Sale:
- Simpler transaction– no need to define or carve out a ZCP,
- No transfer of liabilities– the buyer does not inherit debts,
- Flexibility– only selected assets can be sold,
- Quick completion– fewer formalities, faster execution.
The downside is that this type of sale is subject to 23% VAT (unless specific exemptions apply), and the buyer does not automatically inherit contracts, client relations, or existing operations. They must rebuild or migrate systems such as payments, logistics, and supply chains.
Which Form Should You Choose?
Choose ZCP if you want to sell a functioning business, avoid VAT, and ensure continuity of operations. Choose individual asset sale if you only want to sell part of the business (e.g., domain, brand, or customer list) and avoid liability for existing debts.
Ensure a Safe Transaction – Work with SKLAW
Regardless of the method, selling an online store requires careful legal and tax planning. Incorrect ZCP classification, poorly written contracts, or GDPR violations are just a few of the potential risks that can impact both seller and buyer.
SKLAW is a law firm specializing in legal services for e-commerce transactions. We support clients at every stage – from legal and tax risk analysis to drafting agreements and assisting with regulatory matters. Protect your business with the support of experienced e-commerce lawyers.