Aleksandra Nocuń-Galas

Aleksandra Nocuń-Galas advises at Tax Legal Partner on succession in family businesses and on Polish family foundations (fundacja rodzinna): whether the structure fits the business, how it is set up, and how the foundation and its beneficiaries are taxed. She also handles transfer pricing and withholding tax in the group structures that succession usually produces. She works with owners whose family or assets sit on both sides of a border advising in Polish and in English.

Succession in a family business is not only a tax question. It is a question of who will hold control years from now, and whether family relationships will survive the answer. The fear of losing influence over the company you built, or of turning your children against one another, is as real as the tax risk. Usually it is the fear, not the tax, that keeps the decision postponed.

You know succession has to be planned, but you are not sure where to begin. We start with what the company should look like in ten years, and the structure follows from that answer, not the other way round. Sequence matters here, because some steps, such as transferring assets into a foundation, are taken only once. If you have already been told that a family foundation could be a good solution, but nobody explained what that means in your case, we go through it in detail. What you transfer into the foundation, who becomes a beneficiary, who takes decisions, and what it costs.

An orderly succession usually ends in a structure with several entities alongside one another: the foundation, the operating company, sometimes a company abroad. From that moment the settlements between them stop being a family matter and become transactions between related parties, which have to be priced at arm’s length and documented. The same applies to distributions to beneficiaries and to payments abroad, where withholding tax arises. I check whether the arrangements you have adopted can be supported by documentation, before the authority asks about them. The foundation itself also pays corporate income tax on part of what it does, and that is worth knowing before the first distribution rather than after it.

Cross-border situations need to be identified early. If a beneficiary lives abroad, if part of the assets sits outside Poland, or if you are moving your own residence into or out of Poland, the Polish rules stop being the whole picture. The country on the other side applies its own, and it may treat the foundation differently than Poland does. We establish how a distribution will be taxed in both places before you make it, not after.

Before I propose a structure, I establish what is meant to happen in your family. “The assets must stay whole” leads somewhere different from “one child should run the company, but the others cannot be left with nothing.” That answer decides whether the right tool is a family foundation, a company conversion, or a change to the ownership structure. Until I know it, any proposal would be guesswork.

I ask about things people do not usually raise at a first meeting with a law firm. Do your children know your plans? Does any of them want to take over the company? Is there anyone who may feel passed over? This is not curiosity. It is the material for the decision, because the statutes of a family foundation and the rules for distributions to beneficiaries are written from exactly those answers. A structure that ignores them will come apart at the first tension in the family.

Once the objective is set, I prepare the documentation and run the establishment through to the point where the foundation genuinely operates, rather than merely appearing in a register.

With company formations and conversions, the corporate documentation is drafted for the change you are actually making, not to a general template. You leave with one recommendation and with the order in which to implement it, rather than a list of variants to weigh up on your own.

• Succession planning and putting assets in order, before the decision has to be taken under time pressure or in the middle of a family conflict
• Establishing a Polish family foundation (fundacja rodzinna), from assessing whether it is the right structure for your business through to the point it starts operating
• Taxation of a family foundation and of distributions to beneficiaries, including corporate income tax at the level of the foundation itself
• Cross-border succession: beneficiaries resident abroad, assets located outside Poland, or relocation of the founder to or from Poland, where the treatment on both sides has to be checked
• Conversion of a company and tidying of the ownership structure before the business passes to the next generation, with the corporate documentation that goes with it
• Transfer pricing: settlements between related parties in structures combining a foundation and an operating company
• Withholding tax on payments to foreign entities

Thinking about succession in your family business and wondering whether a family foundation is the right direction? The earlier we talk, the more options stay open.

A first conversation establishes what is realistically available to you and where to start.

• Family foundations: establishment and documentation
• Succession in family businesses
• Ownership and holding structures
• Cross-border succession and foreign beneficiaries
• Company formation and conversion
• Corporate documentation
• Transfer pricing
• Withholding tax
• Corporate income tax

Sections on withholding tax and on the concept of a permanent establishment under domestic law and double tax treaties, in B2B contracts in practice: legal, tax and social security aspects, C.H.Beck, 2026

University of Łódź, law

Trainee attorney-at-law, registered by the Kraków Bar Association of Attorneys-at-Law under no. APL-KR-260112. In Poland this is a supervised, multi-year professional training completed after a law degree and a competitive entrance examination, leading to admission as an attorney-at-law.

Languages: Polish, English