We help plan succession for your business and assets: statutes, beneficiaries, taxes, the reserved share and registration of a family foundation.
Succession involves decisions about the future of the business, family assets and relationships. We help assess whether a family foundation fits your goals, establish governance and benefit rules, and analyse the tax implications. We prepare the documents and assist with registration.
Family foundation
A business built by one person often has no plan for the time when that person is no longer there. Shares are divided among heirs, some of whom have never worked in the business, and every decision requires agreement. It is easy to postpone the succession discussion until it becomes urgent.
A family foundation transfers assets to a separate entity that manages them, while beneficiaries receive benefits under rules set by the founder. The most important decisions are made before registration: the statutes should still work in ten years, when the family and its assets may look different.
Let’s discuss your succession plan
When to consider a family foundation
When assets already exist but the plan for passing them on remains open. A foundation is particularly worth considering where:
- the business has one owner but no agreed successor;
- the children have different attitudes towards the business, although all of them would inherit shares;
- the assets include several companies, real estate and private assets;
- you plan to sell some assets and want to decide what will happen to the proceeds;
- some family members should receive income without taking part in management;
- you are concerned about a reserved-share claim or fragmentation of ownership in the next generation.
A foundation is not always the best solution. We also compare it with a will, a specific bequest taking effect on death and appropriately structured shareholders’ agreements.
How a family foundation works
The founder contributes assets, such as company shares or real estate. The foundation becomes the owner. Its statutes define its purpose, governing bodies, beneficiaries and rules for paying benefits. A foundation can keep shares within a single structure even where family members have different roles and needs.
| Element | What needs to be agreed |
|---|---|
| Founder | An individual with full legal capacity. There may be several founders where the foundation is established by a founding deed. |
| Founding fund | Assets worth at least PLN 100,000; these are the foundation’s assets, not a registration fee. |
| Documents | A founding deed or will, statutes in the form of a notarial deed, an inventory of assets and appointment of the governing bodies. |
| Beneficiaries | Individuals, including the founder, or non-governmental organisations carrying out public benefit activities. |
| Register | The register of family foundations is maintained by the Regional Court in Piotrków Trybunalski. An application to register a foundation established by a founding deed must be filed within the statutory six-month deadline. |
The founder does not retain ownership of the contributed assets. However, the founder can structure their influence over the foundation through its statutes and governing bodies. This distinction is crucial when designing succession arrangements.
Taxation: when liability arises
Establishing a foundation and contributing assets generally does not trigger CIT or tax on civil-law transactions (PCC). A foundation benefits from a CIT entity exemption for its statutorily permitted activities, subject to the exceptions in the legislation. Tax arises, among other things, when benefits are paid and when activities fall outside the list in Article 5 of the Act.
| Situation | Tax treatment |
|---|---|
| A benefit for a beneficiary or transfer of assets on dissolution | Generally 15% CIT payable by the foundation. |
| A benefit for the founder and their closest relatives | A personal income tax exemption may apply within the statutory limits and the proportion of assets contributed by the particular founder. |
| A beneficiary in tax group I or II, outside the exemption | 10% personal income tax on the relevant part of the benefit. |
| Other beneficiaries | 15% personal income tax on the relevant part of the benefit. |
| Activities outside the statutory list | 25% CIT on income from those activities. |
Several founders, leases to related parties, loans and planned asset disposals require a separate assessment of the tax implications. Simply saying “no tax in a foundation” does not describe these situations.
Family foundations and the reserved share
A foundation does not exclude claims to a reserved share of an estate (zachowek). The Civil Code specifies when the founding fund contributed by the deceased and benefits from the foundation are included in calculating that share. Relevant factors include dates, the heir’s status and what the person has received from the foundation.
The law also allows the right to a reserved share to be waived by agreement with the future deceased and, once a claim arises, payment to be deferred, spread over instalments or, exceptionally, reduced. The discussion about the reserved share should therefore precede the transfer of shares, rather than conclude work on the statutes.
What to check before deciding
We first establish which assets are to enter the foundation, whether transactions are planned and what rights family members should retain. We review the impact on existing companies, financing, shareholders’ agreements and tax settlements. If a company uses Estonian CIT, we assess the conditions of that regime before changing share ownership or establishing rights to benefits.
Legislative status as at 29 September 2026. Bill UD447 is on the agenda of the Council of Ministers meeting on 29 September 2026 at 10:00. Until new legislation is adopted and enters into force, the measures below remain proposals.
The bill proposes, among other things, increasing CIT on foundation benefits from 15% to 19%, linking preferential treatment of disposals of contributed assets to a 36-month holding period, and changes concerning CFCs and short-term letting. Before implementing a plan, we verify the legislative stage and transitional provisions. Read the bill description on gov.pl.
What Tax Legal Partner’s support covers
- analysing the family, assets, companies and the aims of the founder and beneficiaries;
- comparing a foundation with other succession tools;
- drafting the statutes, benefit rules, governance arrangements and founding documents;
- assessing the tax treatment of asset contributions, distributions, transactions and the foundation’s activities;
- planning necessary structural changes before assets are contributed;
- preparing registration and supporting contact with the notary and court;
- ongoing support for the foundation, including changes to the statutes and family governance rules.
We separately analyse reserved-share issues, relationships between companies and the foundation, and related-party transactions where these arise from the asset structure.
How we work together
- Family and structure. We discuss the assets, family members’ roles, sale or reinvestment plans and existing obligations.
- Design and decisions. We present alternatives, tax implications, reserved-share risks and draft statutes and benefit rules. The founder chooses the solutions after discussing their consequences.
- Establishment and ongoing operation. We coordinate notarial documents, asset contributions and registration, then help the foundation apply the agreed rules.
Let’s discuss your situation
Describe the business, your family and what you want to protect. During the first discussion, we will identify the issues requiring analysis and whether a family foundation is worth considering in your circumstances.
Frequently asked questions
The founding fund must be worth at least PLN 100,000. This is the foundation’s property, not a fee for establishing it. Additional costs include the notarial deed, registration, preparation of documents and the subsequent running and administration of the foundation.
Once assets are contributed, the foundation becomes their owner. The founder can, however, shape the statutes, appointments to governing bodies, decision-making rules and their own rights as a beneficiary. The extent of that influence should be designed before the assets are transferred.
As a rule, the foundation pays 15% CIT on a benefit. The individual’s personal income tax depends on their relationship with the founder: an exemption for the founder and closest relatives within statutory limits, 10% for people in tax group I or II, and 15% for others. Where there are several founders, the proportion of contributed assets matters.
Article 5 of the Family Foundation Act defines the permitted activities. These include holding shares, certain letting activities, trading in securities and granting specified loans. A typical operating business is usually run by a company whose shares the foundation may own. Income from activities outside the statutory list is subject to 25% CIT.
Not automatically. The rules specify when the founding fund and benefits are added when calculating a reserved share and what is credited against the amount due. There are also options to waive the right by agreement and to obtain a court-ordered deferral or instalment plan. The consequences require analysis of the particular family and the dates of asset transfers.
The ownership structure and shareholders’ rights as founders and beneficiaries must be examined. The conditions of the lump-sum tax on corporate income restrict the holding of certain property rights connected with foundation benefits. We perform this analysis before shares are transferred.
The decision depends on the asset mix, planned transactions and the family’s circumstances. In September 2026, a bill proposing tax changes, including the CIT rate on benefits and the asset holding period, is being considered. The bill is not yet law, so we check its current status before documents are signed.
Partner | Attorney-at-law | Licensed tax advisor
tel: +48 502 775 425