A family foundation is a solution designed for individuals who want to plan for succession and asset security, as well as benefit from tax preferences related to passive activities, as defined by law. In practice, it serves as a tool that allows them to separate assets from day-to-day family and business matters, and then establish rules for their management and use by designated individuals.
A family foundation operates under special tax rules. As a rule, it does not pay corporate income tax on income derived from activities permitted by law. This applies, among other things, to income from real estate rentals, the sale of real estate, the disposal of shares, or the granting of certain loans. The mere contribution of assets to a family foundation is also tax-neutral. However, this does not mean that a family foundation is always completely "tax-free." Its tax model is advantageous, but it operates only within certain limits.
A family foundation benefits from a subjective CIT exemption as long as it operates within the framework of legally permitted activities. However, if it goes beyond this scope, the tax consequences may be significantly less favorable. For example, if a family foundation conducts activities other than those permitted by the Family Foundation Act, income from such activities is subject to taxation at a 25% CIT rate. This is one of the most important boundaries to keep in mind when planning the overall structure.
The moment at which assets begin to be transferred is also crucial. If a family foundation provides benefits to a beneficiary or founder, a 15% corporate income tax (CIT) rate is generally applied, calculated on the value of the transferred benefit. The same rate also applies to the transfer of assets upon the dissolution of a family foundation.
The 15% CIT rate may also apply to so-called hidden profits, i.e. situations in which value is transferred in a way other than a classic payment, but economically gives the founder or beneficiary a similar benefit.
In practice, it's also important to remember that companies in which a family foundation holds shares are not eligible for Estonian corporate income tax. This limitation is worth considering early on in planning the overall asset and ownership structure.
Additional rules also apply to certain real estate properties. If a family foundation owns a building with an initial value exceeding PLN 10 million and meets statutory requirements, including its location in Poland and its commissioning under a lease, tenancy, or similar agreement, it may be subject to a monthly tax of 0,035% of the building's initial value.
A family foundation was not created to conduct any business activity. Legislators have clearly defined the scope of activities permitted for it. This has significant practical implications, as going beyond the statutory scope may lead to less favorable tax consequences. In principle, a family foundation may conduct activities primarily related to asset management, investing, and generating income from its assets, rather than traditional operating activities.
The permitted forms of activity of a family foundation include::
Disposal of Assets – A family foundation may sell its assets, provided they were not acquired solely for the purpose of resale. In other words, the foundation may dispose of its assets but should not operate as a trading entity.
Renting, leasing, and sharing assets – it is permissible to transfer assets to other entities for use, particularly under leases, tenancies, or similar agreements. In practice, this means that the foundation may derive income, for example, from real estate or other assets.
Participation in companies and other entities – A family foundation may participate in commercial companies, investment funds, cooperatives, and similar entities, both in Poland and abroad. It may also be a partner or participant in them.
Securities Trading – The Act allows a family foundation to acquire and sell securities, derivative instruments, and similar rights. This means the foundation may conduct investment activities based on financial instruments.
Granting Loans – A family foundation may grant loans, but only to specific entities. This applies to:
Trading in foreign means of payment – trading in foreign currencies belonging to a family foundation is also permissible if it is used to make payments related to its activities.
The most important thing is that a family foundation can manage and invest assets, but it should not be used as a standard entity for conducting day-to-day operations. Its role is more about maintaining, growing, and safely organizing assets than actively participating in broader economic activities.
Therefore, it's worth verifying, even at the planning stage, whether the foundation's operations will remain within the limits of the law. This is one area where incorrect assumptions can have not only organizational but also tax implications.
The amount of tax on benefits paid to the beneficiaries of a foundation depends on the so-called tax group, determined on the basis of the provisions of the Inheritance and Gift Tax Act, in which a given person is classified in relation to the founder.
Importantly, benefits paid to beneficiaries are not subject to ZUS contributions, regardless of the tax group to which the beneficiary belongs.
Hidden profits are a list of activities that have been recognized as triggering the obligation to pay 15% corporate income tax to a family foundation, even though they are not formally considered profit distribution. These include situations in which a family foundation provides the founder or beneficiaries with benefits that provide them with a financial benefit similar to profit distribution. There is no formal profit distribution involved – the value is transferred in some other form, such as a loan, donation, expense coverage, or service. The list includes:
1) interest, commissions, remuneration and other fees on any type of loan granted to a family foundation by the beneficiary, the founder or an entity related to the beneficiary, the founder or the family foundation;
2) donations or other unpaid or partially paid benefits, other than the benefits referred to in Article 2, paragraph 2 of the Act of 26 January 2023 on family foundations, transferred, directly or indirectly, to the beneficiary, founder, entity associated with the beneficiary, founder or family foundation;
3) benefits for the beneficiary, founder or entity related to the beneficiary, founder or family foundation in respect of:
4) the difference between the market value of the transaction determined in accordance with Article 11c and the established price of that transaction – in the case of transactions other than those specified in point 3 between a family foundation and a beneficiary, founder, entity related to the beneficiary, founder or family foundation;
5) a loan granted by a family foundation to the beneficiary in that part which was subject to repayment in a given tax year and was not repaid by the deadline for submitting the declaration referred to in Article 24s paragraph 1 for that tax year;
6) a loan granted by a family foundation to the beneficiary for a period of at least 10 years or for a period shorter than 10 years if the final term of the agreement was at least 10 years.
The statute of a family foundation is a document that practically determines the foundation's day-to-day operations and the principles that will apply in the future. It is in this document that the founder establishes the basic rules regarding the foundation's purpose, beneficiaries, governing bodies, and asset management. The statute must be prepared in the form of a notarial deed.
From a practical perspective, the statute should not be treated as a formal annex required solely for the registration of a foundation. It is a document intended to regulate property, organizational, and family relations, and in the long run, reduce the risk of disputes and interpretative ambiguities.
The Act specifies elements that should be mandatory. These include, in particular:
In other words, the statute answers the most important questions: why the foundation is being established, who is to benefit from it, who is to manage it and what is to happen to the assets in the future.
However, the statute's role doesn't end there. The law also allows for the inclusion of additional provisions that are of significant importance for the foundation's practical operation. These may include principles of cooperation between bodies, detailed grounds for dissolving the foundation, or guidelines for asset investment. This is where it's most often clear whether the statute was prepared solely for the register, or whether it truly addresses the needs of a specific family and specific estate.
A well-prepared statute allows for the prior resolution of issues that could become a source of conflict in the future. This particularly applies to the rules for beneficiary payments, the powers of governing bodies, the founder's influence on ongoing decisions, and the manner of investing the foundation's assets. Preparing the statute should be treated not as a technical step, but as one of the key moments in establishing a family foundation. It is at this stage that general succession and asset management assumptions must be translated into specific legal mechanisms. A well-drafted statute should not only be compliant with the law but also consistent with the family situation, asset structure, and the foundation's true purpose. This is where support combining legal, tax, and practical perspectives is most often needed.
The founding capital must be at least PLN 100,000. The founder's contribution is generally tax-neutral, meaning it does not trigger any income tax, VAT, or PCC tax liability.
The name of the family foundation can be chosen freely, but it should include the additional designation "Family Foundation." The abbreviation FR is acceptable.
A family foundation uses its own Tax Identification Number (NIP), which serves as its primary tax identifier. It is required for all declarations and documents submitted to public administration bodies and other state institutions.
After collecting the documents and submitting the application, the family foundation registration process begins, culminating in an entry in the Register of Family Foundations. Unfortunately, the application processing time is not always short. In practice, the process can take up to several months.
Only a natural person with full legal capacity can become the founder of a family foundation. This requires that they submit a declaration establishing the foundation, either in the form of a founding deed or in a will.
The beneficiary of a family foundation may be an individual or a non-governmental organization conducting public benefit activities, provided that, in accordance with the statute, they may receive benefits from the family foundation or property in connection with its dissolution. The beneficiary may also be the founder himself.
A family foundation in organization is an entity that comes into being upon the execution of a founding act or the publication of a will, but is not yet registered. However, it operates in its own name: it can manage assets, acquire rights, incur obligations, and represent others in court. Its name must include the phrase "in organization."
Pursuant to Article 12 of the Family Foundation Act, there may be multiple founders. The exception is the establishment of a family foundation in a will. In such a situation, there is only one founder.
No, Article 16 of the Family Foundation Act expressly excludes the founder's liability for the obligations of the family foundation.
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Paweł Turek
Partner, Attorney-at-law, Tax Advisor
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Krzysztof Burzynski
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Grzegorz Podgorski
Partner, Attorney-at-law, Tax Advisor