POLAND Law and Practice Contributed by: Wiesław Oleś, Krzysztof Rysz, Joanna Sarkowicz and Kamil Kania, Oleś, Rysz, Sarkowicz
exert derivative protection over them based on their own right to cultivate the memory of the deceased. Digital content such as e-books, games or cloud- stored photos is often governed by non-transferable licences. If a licence is tied to the user’s persona and expires upon death according to the provider’s terms, it is excluded from the estate. Technical Barriers and Lack of Fiduciary Access A primary challenge in Poland is the lack of “fiduciary access” laws that would grant executors or adminis- trators statutory rights to digital content. Heirs often face a divide between their legal entitlement to an asset and the technical ability to access it without private keys or passwords. Furthermore, internation- al service providers frequently deny access by citing their own terms of service or foreign privacy laws. This results in high legal uncertainty, as there is currently a scarcity of judicial precedent or legal scholarship in this area. 7.2 Planning Considerations Practical Management and Transfer of Digital Goods Polish law treats digital goods as standard property for succession purposes, allowing transfers via will or statutory rules. However, the law provides no specific framework to ease this transition, placing the burden of organisational management entirely on the testator. Effective methods include “testamentary instructions” ( polecenie ) to mandate the liquidation or transfer of accounts by an heir or executor. Furthermore, it is worth considering maintaining a “digital inventory” of passwords or depositing private keys with a notary to bypass technical access barriers, as wills become public documents after the succession opens. Taxation and Valuation Challenges Cryptocurrencies and other virtual assets are subject to the standard inheritance and donation tax regime like any other asset class. A significant hurdle is the market valuation of these assets at the exact time the tax obligation arises, as extreme price volatility within a single day can lead to disputes with tax authorities. Similar valuation difficulties apply to other unique vir- tual assets where established market benchmarks are often absent. Consequently, planning must account
for the liquidity required to settle tax liabilities stem- ming from potentially high-value digital estates. Legislative Outlook and Reform Current legislative efforts in Poland, primarily driven by the need for alignment with the EU Markets in Crypto-Assets (MiCA) regulation, focus on public law oversight and supervision of service providers by the Polish Financial Supervisory Authority. There are cur- rently no significant reforms anticipated within Polish private law to specifically address the civil law aspects of digital asset succession. Testators must therefore continue to rely on existing civil law instruments and platform-specific tools to manage their digital legacy. This lack of universal solutions necessitates a highly customised and proactive approach to digital estate planning. Holding Structures as a Foundation for Planning Due to the founder-led nature of the Polish economy, effective succession often requires a coherent frame- work to stabilise family and commercial relationships after the primary founder’s exit. Establishing a robust holding structure is a common prerequisite, as it facili- tates cost optimisation and the segregation of opera- tional risks from core fixed assets. These structures provide the organisational stability necessary to imple- ment either direct control transfers or more complex, multi-generational governance models. By centralis- ing ownership within a holding company, families can ensure a more streamlined transition than would be 8. Family Business Succession Planning 8.1 Succession Strategies possible with fragmented individual assets. Corporate Governance and Direct Control Transfers For families intending to transfer full operational con- trol over a company, strategies often rely on embed- ding succession mechanisms within the company’s articles of association. This approach is typically com- bined with a testamentary “legacy by vindication” to ensure that designated heirs step into the founder’s role immediately upon their passing. While corporate bylaws can include professional managers with veto
151 CHAMBERS.COM
Powered by FlippingBook