Introduction
The Polish family foundation (fundacja rodzinna) is a relatively recent addition to the Polish legal system. Introduced in 2023, it appears to follow the pattern of a typical private foundation known in different legal systems (e.g. Austria or Liechtenstein). A closer examination, however, reveals a number of features that distinguish the Polish family foundation from comparable legal devices in other jurisdictions. Some of these features are rarely encountered, if at all, in other legal systems. They may therefore be of particular interest not only to foreign lawyers examining the Polish model, but also to Polish lawyers, who may not always appreciate how unusual some of its solutions are from a comparative perspective.
1. Dedicated Public Register for Family Foundations
A Polish family foundation acquires legal personality only upon entry in the Register of Family Foundations. Unlike companies, partnerships, public-benefit foundations and associations, which are registered in the general National Court Register (Krajowy Rejestr Sądowy), family foundations are subject to a separate registration regime.
Even more unusually, the Register is centralised and maintained by a single specialised court—the District Court in Piotrków Trybunalski. This arrangement may promote uniformity of practice and allows cases to be handled by civil judges with experience in succession matters. Its major drawback, however, is efficiency: the high volume of applications has resulted in registration proceedings sometimes taking close to one year. Since registration is constitutive, these delays may directly affect the founder’s ability to use the foundation.
2. Statutorily Limited Scope of Business Activity
A Polish family foundation is not a general-purpose business vehicle. It may conduct business in its own name only within the activities expressly permitted by statute, including trading in assets and financial instruments, leasing and certain agricultural activities. Conduct outside this statutory catalogue is subject to a punitive tax regime.
The restriction applies to the foundation’s direct business activity, however, and does not generally prevent it from conducting business indirectly through companies in which it holds shares. In practice, founders commonly contribute shares in operating companies to the foundation, which then acts as a shareholder while the underlying business remains conducted by the companies.
The foundation therefore functions primarily as a holding and wealth-management vehicle, allowing family wealth and ownership to be separated from day-to-day business operations without preventing the foundation from controlling substantial enterprises.
3. Liability for the Founder’s Pre-existing Debts
Despite its separate legal personality, a family foundation may be directly liable for certain debts of its founder. This constitutes an important qualification to the principle of asset segregation and prevents the foundation from becoming an instrument for shielding assets from protected creditors.
The foundation is liable for the founder’s debts existing when the foundation is established, as well as for all of the founder’s maintenance (alimony) obligations, including those arising after establishment.
The latter rule is particularly unusual: the foundation’s liability for maintenance (alimony) is not limited to obligations already existing when the assets were transferred. The underlying policy is clear—long-term wealth preservation through a family foundation cannot prejudice persons holding legally protected claims against the founder, particularly maintenance creditors.
4. Anyone Can Be a Beneficiary—but the Institution Remains Family-Oriented
Despite its name, a Polish family foundation is not legally restricted to family members. In principle, any natural person may be a beneficiary, making the institution closer to a private foundation than to a strictly family foundation. Three features nevertheless strongly favour its use for family wealth planning.
First, benefits received by the founder’s closest family members—particularly the spouse, descendants and siblings—receive preferential tax treatment.
Second, the founder must be a natural person, and beneficiaries are likewise generally natural persons, subject only to a narrow exception for certain NGOs. Legal persons are also excluded from the foundation’s governing bodies.
Third, the family retains a residual economic interest. If the foundation is liquidated after there is no founder or beneficiary remaining, its residual assets may pass to the founder’s heirs, or their heirs, rather than to the State.
The Polish family foundation is therefore best understood as a hybrid between a private and a family foundation: its beneficiaries may be outsiders, but its tax rules, personal structure and ultimate destination of the assets strongly favour family wealth preservation.
5. Beneficiaries Are Not Merely Passive Recipients
Unlike foundation models in which beneficiaries merely receive distributions, the Polish model gives beneficiaries a role in the foundation’s governance. The Assembly of Beneficiaries (Zgromadzenie Beneficjentów) is a statutory governing body composed of beneficiaries designated by the founder.
Its statutory powers include appointing members of the Management Board, reviewing financial statements, granting discharge to members of the governing bodies and, where provided for in the charter, amending the charter. The Assembly is therefore capable of exercising substantial influence over the foundation rather than merely receiving information or benefits.
At the same time, the founder has considerable freedom to allocate powers through the foundation’s charter. In practice, important powers may be reserved to the founder during his or her lifetime and subsequently pass to the Assembly of Beneficiaries.
The model thus permits a transition from founder-centred to beneficiary-centred governance.
Dr Kacper Górniak