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    Zwyrtek
    Succession · Family assets · Taxation

    Family foundation.

    A family foundation can be a tool for succession, asset protection and long-term management of a family business. We help owners and business families assess whether such a structure makes sense, how to design it and how to implement it safely.

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    When

    When is it worth considering a family foundation?

    • Succession in a family business

      You want to organise the handover of the company to the next generation without fragmenting shares or losing operational control overnight.

    • Passing assets to the next generation

      You plan to organise family assets so that they serve several generations, with clear and predictable payout rules.

    • Separating assets from the operating business

      You want to separate business risk from family assets — shares, real estate, financial instruments.

    • A planned sale of the company

      You are preparing for an M&A transaction and thinking about where and how to place the proceeds after the sale, and how to protect the family.

    • Securing beneficiaries

      You want to ensure ongoing benefits for the family regardless of the fortunes of a single operating company.

    • Organising the ownership structure

      The capital group is growing and requires a transparent, long-term ownership structure and ownership governance.

    • Long-term reinvestment of assets

      You plan to reinvest family funds in an orderly manner, while preserving the tax regime applicable to a family foundation.

    Definition

    What is a family foundation?

    A family foundation is a legal structure that allows family assets to be accumulated, protected and managed, and benefits to be paid to beneficiaries according to rules set by the founder.

    A family foundation is a legal person. It operates under the Act on Family Foundations (Ustawa o fundacji rodzinnej) and the statute granted by the founder. It can own shares in companies, real estate and other assets, and pays benefits to beneficiaries in the manner defined in the statute.

    • Founder (fundator)The person (or persons) who establishes the foundation and contributes the founding assets to it.
    • BeneficiaryA person or group of persons entitled to benefits from the foundation under the terms of the statute.
    • StatuteThe foundation's core document — it sets out the purpose, governing bodies, payout rules and the circle of beneficiaries.
    • Foundation's assetsAssets contributed by the founder and acquired by the foundation: shares, stock, real estate, financial resources.
    • Management board and bodiesThe management board, the supervisory board (optional) and the beneficiaries' assembly — with powers set out in the statute.
    • Payout rulesRules set out in the statute defining who receives benefits, under what circumstances and in what form.
    Succession

    A family foundation and business succession.

    A foundation is not merely a tax solution. It is a tool for organising ownership decisions — who controls, who receives benefits, who manages the company.

    • 01Who controls the assets — the founder, the management board, the board of protectors, the beneficiaries' assembly.
    • 02Who receives benefits — the circle of beneficiaries, criteria, conditions, restrictions.
    • 03Who manages the company — the role of family members and external managers after succession.
    • 04How to avoid fragmentation of shares among heirs and shareholder conflicts.
    • 05How to protect the company from a family conflict — decision-making and arbitration mechanisms in the statute.
    • 06How to prepare succession without having to hand over full control overnight.

    More on succession and ownership governance can be found on the private and family business page.

    Taxation

    Taxation of a family foundation.

    Tax consequences depend on the specific situation — the asset structure, the foundation's activity, the circle of beneficiaries and the nature of the transaction. The points below are of a general nature and do not replace an individual analysis.

    • Family foundation CIT

      As a rule, the foundation is subject to preferential CIT rules for activity falling within the statutory catalogue. Activity outside the catalogue results in punitive taxation.

    • Payments to beneficiaries

      Benefits for beneficiaries carry tax consequences for the foundation and PIT consequences for the beneficiary, which vary depending on the degree of kinship.

    • Permitted and risky transactions

      The Act sets out a closed catalogue of permitted foundation activity. Transactions outside the catalogue may generate additional tax charges.

    • Sale of shares or stock

      The sale of shares in subsidiaries by the foundation, where the conditions fall within the catalogue, may be settled under the preferential regime.

    • Reinvesting assets

      Reinvesting funds in activity within the catalogue allows assets to be accumulated in the foundation without current taxation, until benefits are paid out.

    • Tax risks

      Incorrect classification of transactions, artificial structures or sham arrangements may be challenged by the tax authorities. Tax consequences always require individual analysis.

    Before implementing a foundation, we always carry out a tax analysis covering CIT and PIT — in cooperation with our tax advisory team.

    The information on this page is of a general nature and does not constitute tax or legal advice. The tax and legal consequences of a family foundation always require an analysis of the specific situation.

    Transactions

    A family foundation and the sale of a company.

    For many owners, a family foundation is a natural element of preparing for the sale of a company and managing the funds after the deal is closed.

    • Preparing the ownership structure ahead of a transaction.
    • Analysing the tax consequences of a transaction under foundation conditions.
    • Planning the flow of funds after the sale of shares or stock.
    • Reinvesting funds in assets falling within the foundation's catalogue of activity.
    • Protecting family assets after the sale of the company.
    • Securing benefits for beneficiaries over the long term.

    We run the structure and course of the transaction together with our M&A transactions team.

    Family office

    A family foundation and family office.

    A family foundation can be one element of a broader model for managing family assets. In practice it is often combined with the concept of a family office, i.e. an organised system for administering assets, investments, taxes, reporting, succession and ownership decisions.

    The foundation sets the legal framework and the rules for using the assets, while the family office can support day-to-day asset management, investment oversight, coordination of advisers, reporting and planning family and business decisions.

    Scope

    How does Zwyrtek Group help with a family foundation?

    • 01 Diagnosis of the ownership and family situation

      We analyse the asset structure, the family situation, and the expectations of the founder and potential beneficiaries.

    • 02 Tax and legal analysis

      We check the CIT, PIT and legal consequences of contributing assets, conducting activity and making payouts from the foundation.

      Tax advisory

    • 03 Structure design

      We propose structure options — a stand-alone foundation, a foundation within a group, or a foundation as a shareholder of a holding company.

    • 04 Preparing documents and operating rules

      Statute, bylaws of the governing bodies, payout rules, investment policy — tailored to the family's actual situation.

    • 05 Implementing the family foundation

      Establishing the foundation, contributing assets, registration, setting up the governing bodies, launching ongoing service.

    • 06 Ongoing support after implementation

      Continuous legal and tax advisory — also in a hotline model.

      Executive Tax & Legal Hotline (available in Polish)

    • 07 Accounting and foundation administration

      Bookkeeping and accounting services for the family foundation, CIT/VAT settlements, reporting and obligations specific to this legal form.

      Foundation service pricing (available in Polish)

    We combine the implementation of a family foundation with ongoing legal advisory and business advisory, so that the foundation's structure is consistent with the family business's actual operating situation.

    Risks

    The most common mistakes with a family foundation.

    • 01Treating the foundation purely as a tax-optimisation tool, without a succession purpose.
    • 02Failing to talk to the family and beneficiaries before implementation.
    • 03Overlooking genuine management succession in the operating companies.
    • 04A statute that is too general to resolve disputed situations.
    • 05The absence of clear rules for paying out benefits to beneficiaries.
    • 06Failing to analyse the tax consequences of specific transactions.
    • 07The absence of an accounting, reporting and operational plan after the foundation is set up.
    Process

    How does the collaboration work?

    1. 01

      Discussion with the owner

      We identify ownership, family and business objectives and the planning horizon.

    2. 02

      Analysis of assets, companies and risks

      A map of assets, group structure, liabilities, legal and tax risks, and the succession situation.

    3. 03

      Structure options and recommendation

      We present 2–3 options with their legal, tax and operational consequences.

    4. 04

      Design of documents and operating rules

      Statute, bylaws of the governing bodies, investment policy, payout rules, ownership governance.

    5. 05

      Implementation

      Establishing the foundation, contributing assets, registration, setting up the governing bodies and ongoing service.

    6. 06

      Ongoing support

      Tax, legal, accounting or business advisory — tailored to the needs of the foundation and the family.

    FAQ

    Frequently asked questions.

    A family foundation (fundacja rodzinna) is a legal person established by a founder to accumulate, protect and manage family assets and to pay benefits to beneficiaries on the terms set out in the statute.

    Most often for business owners and business families that are planning succession, want to organise their ownership structure, separate family assets from business risk, or prepare for the sale of the company.

    No. The minimum founding assets are set out in the Act, but the actual scale at which a foundation makes sense depends on the family's objectives — succession, asset protection, a holding structure. We help assess whether a foundation is the right tool in a given situation.

    It allows ownership of the assets to be separated from the management of the company, sets out payout rules for beneficiaries, limits fragmentation of shares, and introduces decision-making mechanisms that safeguard the continuity of the business.

    The Act provides for preferential CIT rules for activity falling within the statutory catalogue, and punitive taxation for activity outside the catalogue. Payments to beneficiaries give rise to CIT consequences for the foundation and PIT consequences for the beneficiary, which vary depending on the degree of kinship. Every structure requires individual analysis.

    Yes. Holding shares and stock in commercial companies is one of the main uses of a family foundation — it allows the group's holding and succession structure to be organised.

    Yes. The foundation can own shares or stock and — where the conditions fall within the statutory catalogue — sell them under a preferential tax regime. We analyse every transaction individually.

    From the decision to the foundation's entry in the register usually takes 2–4 months, depending on the scale of the assets, the number of companies contributed to the foundation and the pace of family decision-making.

    Yes. A family foundation keeps full accounting books, prepares financial statements and is subject to the tax obligations applicable to this legal form.

    Yes. After implementation we provide ongoing tax and legal support, as well as bookkeeping and accounting services for the family foundation through Zwyrtek Business Services — including CIT and VAT settlements and reporting obligations.

    Considering a family foundation?

    If you are planning succession, the sale of the company, organising family assets, or securing the next generation, it is worth first checking whether a family foundation is the right solution for your situation.

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