Family Foundation in Poland: Business Succession for Foreign Owners

A family foundation in Poland is a separate legal person designed to hold, protect and manage family assets while distributing benefits to designated beneficiaries under rules set by the founder. It can be an effective succession vehicle for foreign owners of Polish companies, particularly where the objective is to retain control over shares, prevent fragmentation of ownership and establish predictable rules for future generations.

The Polish family foundation – fundacja rodzinna – was introduced by the Act of 26 January 2023 on the Family Foundation, which entered into force on 22 May 2023 [1]. It is not a trust in the common-law sense. The foundation owns the contributed assets in its own name, while beneficiaries receive benefits according to the statute and decisions of the foundation’s governing bodies. This distinction is important for corporate control, tax planning and cross-border reporting.

Who can establish a family foundation in Poland?

Only natural persons with full legal capacity may establish a family foundation. A foundation may be established during the founder’s lifetime through a founding deed or, by a single founder only, in a will; both must be drawn up as a notarial deed. The foundation obtains legal personality upon entry in the Register of Family Foundations maintained by the Regional Court in Piotrków Trybunalski [1].

Foreigners may therefore also establish a fundacja rodzinna, provided that the statutory conditions are met. Polish citizenship and Polish tax residency are not general prerequisites. However, a foreign founder should assess the consequences in the country of residence, including inheritance tax, controlled foreign company rules, reporting obligations and the recognition of the Polish foundation under local law.

The initial founding fund must be at least PLN 100,000. Where the foundation is established by a founding deed, the fund must be contributed before registration; where it is established in a will, within two years of registration. Assets contributed to the foundation may include cash, real estate, shares in Polish or foreign companies, securities and other property rights [1]. For international business owners, transferring company shares to a family foundation is often the central element of the structure.

Family business succession in Poland through a family foundation

Traditional succession frequently results in direct inheritance of company shares by several heirs. This may create governance difficulties, shareholder disputes and pressure to sell the business. A family foundation can reduce these risks by separating ownership of assets from the right to receive economic benefits.

The foundation may hold shares in a Polish limited liability company, joint-stock company or foreign company. Instead of transferring individual shares to heirs, the founder may contribute the shares to the foundation. The foundation then remains the shareholder, while family members become beneficiaries under defined conditions.

This structure can support business continuity in several ways:

• the company’s ownership remains concentrated in one shareholder;
• the statute may define who is entitled to receive benefits and under what conditions;
• management rights may be exercised by a management board rather than individual heirs;
• the founder may establish rules for education, employment, health or family-related benefits;
• the statute may introduce mechanisms for resolving internal family conflicts.

The statute is therefore not a formal document only. It should address the founder’s intentions, governance, beneficiary rights, investment policy, distribution rules, supervisory mechanisms and procedures applicable after the founder’s death.

Beneficiaries and the statute of a family foundation

Beneficiaries may include the founder, other natural persons and non-governmental organisations carrying out public-benefit activities specified in the statute. A beneficiary does not become an owner of the foundation’s assets merely because they are entitled to benefits. The scope of rights depends on the statute and the beneficiary list maintained by the management board [1].

For this reason, the beneficiary provisions and the statute of a family foundation should be prepared with particular care. Broad and unclear wording can create disputes concerning distributions, control over the management board or the interpretation of the founder’s intentions.

The statute must specify, among other matters, the foundation’s name and registered office, detailed purpose, beneficiaries or the method of identifying them and the scope of their entitlements, rules for keeping the list of beneficiaries and for waiving entitlements, the value of the founding fund, the foundation’s governing bodies, rules of representation, rules for amending the statute and rules for the use of assets after dissolution [1]. In a cross-border family, it should also address practical issues such as foreign addresses, tax residence changes, communication procedures and documentation requirements for distributions.

Family foundation tax exemption in Poland: scope and limits

The Polish tax regime is one of the main reasons why family foundations are considered in succession planning. A family foundation is generally exempt from corporate income tax. However, corporate income tax is generally payable when benefits are provided to beneficiaries, hidden benefits are provided or the foundation conducts activity outside the statutory catalogue of permitted activities [2].

The foundation is generally subject to 15% corporate income tax on benefits paid to beneficiaries, on assets distributed on its dissolution and on so-called hidden benefits. Benefits received by the founder and persons belonging to the founder’s so-called “zero tax group” (spouse, descendants, ascendants, stepchildren, siblings and step-parents) are exempt from personal income tax in the proportion attributable to assets contributed by that founder. Benefits received by other individual beneficiaries are subject to 10% personal income tax where the beneficiary is in tax group I or II in relation to the founder (in the relevant proportion) and to 15% in other cases, subject to the applicable statutory rules and, where relevant, tax treaties [2][3].

The tax position described above reflects the law in force in September 2026. An amendment tightening the taxation of family foundations, passed by the Sejm in October 2025, was vetoed by the President in November 2025 and did not enter into force [4]. In August 2026 the Ministry of Finance published a new draft (UD447) which proposes, among other things, raising the 15% rate on benefits to 19%, introducing a 36-month holding period for contributed assets before their sale can benefit from the exemption and further restricting the exemption for certain rental income, with a planned effective date of 1 January 2027 [5]. The draft may still change, so structures planned now should be assessed under both the current and the proposed rules.

Three statutory limits require particular attention:

1. the foundation may dispose of property, provided that the property was not acquired solely for the purpose of further disposal;
2. loans may be granted only to companies in which the family foundation holds shares, partnerships in which it participates, and beneficiaries;
3. activity outside the statutory catalogue of permitted activities may result in a 25% corporate income tax charge.

These limits are commercially significant. A family foundation should not be treated as an unrestricted operating company. It may hold and manage assets, receive dividends, lease property and participate in companies, although income from leasing an enterprise or business assets to the founder, a beneficiary or a related entity is already excluded from the exemption. Active trading or operational business conducted outside the statutory catalogue can materially reduce the intended tax efficiency [1][2].

Family foundation vs trust in Poland

When comparing a family foundation vs trust in Poland, the principal difference is legal ownership. Poland does not have a general domestic trust regime equivalent to common-law trusts. A Polish family foundation is a statutory legal person with its own assets, governing bodies and registration requirements.

This may provide a clearer framework for holding Polish company shares and real estate. At the same time, foreign founders should not assume that a Polish family foundation will automatically receive the same tax or succession treatment abroad as a trust, foundation or similar foreign vehicle. Local advice in the founder’s and beneficiaries’ jurisdictions remains necessary.

Key legal and business risks before implementation

Before establishing a family foundation, the transaction should be reviewed from a corporate, tax, inheritance and compliance perspective. Particular attention is required where the contributed company operates in a regulated industry, has bank financing, public contracts, minority shareholders or contractual change-of-control clauses.

The transfer of shares may require consent under a shareholders’ agreement, articles of association, financing documentation or sector-specific regulation. The valuation of contributed assets, the founder’s tax residence, potential exit taxation and the tax position of foreign beneficiaries must also be assessed on the facts of the case.

Where Polish succession law applies, the founding fund contributed by the founder is added to the estate when calculating the reserved portion (zachowek) of close relatives, unless it was contributed more than ten years before the founder’s death, and benefits received from the foundation count towards a beneficiary’s reserved portion [6]. This interaction with inheritance in Poland should be modelled before the shares are contributed.

Lawyersinpoland.com by Kopeć & Zaborowski supports businesses in structuring succession arrangements and holding structures, reviewing corporate restrictions and assessing legal risks connected with family foundations.

This is informational material, not legal advice. For a review of a proposed family foundation structure and cross-border succession issues, contact the Kopeć & Zaborowski legal team.

FAQ – Family Foundation in Poland

Can a foreigner establish a family foundation in Poland?

Yes. A foreign national may establish a Polish family foundation if they are a natural person and fulfil the statutory requirements. The legal and tax consequences in the founder’s country of residence should be reviewed separately.

Can a family foundation hold shares in a Polish company?

Yes. Shares in Polish companies may be contributed to a family foundation. The transfer should first be checked against the company’s articles of association, shareholders’ agreement, financing documents and any regulatory requirements.

What is the minimum capital for a Polish family foundation?

The founding fund must have a value of at least PLN 100,000. It may consist of cash, shares, real estate or other property rights.

Does a family foundation pay tax immediately on dividends?

Income received by the foundation is generally covered by the corporate income tax exemption. Tax is generally triggered when benefits or hidden benefits are provided, or when the foundation conducts activity outside the statutory catalogue of permitted activities, subject to the rules of the Corporate Income Tax Act.

Can beneficiaries manage the family foundation?

Beneficiaries may have roles in the foundation’s governance if the statute permits it. However, management functions, supervisory functions and beneficiary rights should be separated carefully to reduce conflicts of interest and succession disputes.

Is a Polish family foundation the same as a trust?

No. A Polish family foundation is a legal person created under the Act on the Family Foundation. Poland does not operate a general domestic trust system comparable to common-law trust structures.

Bibliography

[1] Act of 26 January 2023 on the Family Foundation (Ustawa o fundacji rodzinnej), Journal of Laws of 2023, item 326, as amended.

[2] Act of 15 February 1992 on Corporate Income Tax, consolidated text Journal of Laws of 2026, item 554, in particular Article 6(1)(25), Article 6(7)–(8), Article 24q and Article 24r.

[3] Act of 26 July 1991 on Personal Income Tax, consolidated text Journal of Laws of 2026, item 592, in particular Article 20(1g), Article 21(1)(157) and Article 30(1)(17).

[4] Sobczyńscy i Partnerzy, “Prezydent zawetował ustawę zmieniającą opodatkowanie fundacji rodzinnych”, sobczynscy.pl, 1 December 2025.

[5] MDDP, “Fundacje rodzinne: MF proponuje podwyżkę podatku z 15% do 19%”, mddp.pl, August 2026 (draft UD447).

[6] Act of 23 April 1964 – Civil Code, in particular Article 993 § 2, Article 994¹ and Article 996 § 2, as amended by the Act on the Family Foundation.