POLAND Law and Practice Contributed by: Wiesław Oleś, Krzysztof Rysz, Joanna Sarkowicz and Kamil Kania, Oleś, Rysz, Sarkowicz
elevated for professionals such as advocates or legal advisers. They are liable to heirs and legatees for any damages resulting from improper management. Over- sight is primarily judicial, as the probate court main- tains the authority to dismiss an executor for “impor- tant reasons” under the Civil Code. Succession Managers Specifically designed for sole proprietorships, the succession manager ensures business continuity by exercising “ordinary management” over the enterprise without requiring immediate heir consent. However, actions exceeding ordinary management require the unanimous consent of the heirs or court authorisation. Managers face full liability for breaches of fiduciary duties and may be dismissed by a majority of the heirs (holding over 50% of the shares) or by a court in cases Board members of a family foundation represent a modern class of fiduciaries in Poland, tasked with pre- serving a family’s multi-generational legacy. Their lia- bility towards the foundation is fault-based but carries a “presumption of fault”, meaning the board member must prove they acted diligently to avoid liability. Pol- ish law incorporates the Business Judgement Rule, protecting board members who take justified risks within the boundaries of professional assessment. To ensure transparency, family foundations are subject to mandatory management audits every four years, of gross negligence or misconduct. Family Foundation Board Members In the absence of traditional trusts, the Polish family foundation has emerged as the definitive local vehicle for entrepreneurs, offering a structurally familiar and tax-efficient solution for securing a family legacy. As mentioned earlier, the family foundation is one of the most popular succession planning tools among Polish entrepreneurs as it offers tax benefits established to enhance long-term asset retention and reinvestment of the acquired funds. Corporate Income Tax Exemption Family foundations generally benefit from an exemp- tion from corporation income tax. For example, income or annually for larger entities. 10.2 Taxation of Trusts Taxation of Family Foundation
derived from dividends, interest or the disposal of shares is typically tax-free. However, this exemption applies only to activities explicitly permitted under the Act on Family Foundations, which include disposal of assets, unless such property was acquired solely for the purpose of further disposal or purchase and sale of securities. Any engagement in activities beyond the statutory scope is subject to a 25% corporation tax. Distribution of Assets to Beneficiaries Distributions of benefits and assets from a family foundation to its beneficiaries is subject to 15% cor- porate income tax, payable by the family foundation itself. The personal income tax rate depends on the relationship between the founder and the beneficiary. For instance, persons included in the zero tax group, including among others the founder’s spouse, chil- dren or parents, can receive distributions from a family foundation tax-free, since the rate is 0%. For ben- eficiaries who are not immediate family members of the founder, the tax rate on distributions from a family foundation is either 10% or 15%. 11. Planning for Non-Traditional Families 11.1 Succession Rights and Estate Taxes for Non-Traditional Families Unmarried Partners and Same-Sex Couples Polish law does not recognise civil unions or same-sex marriages, treating such partners as “legal strangers” for inheritance and taxation. Consequently, non-for- malised partners lack statutory inheritance rights and cannot claim legitime. Succession for these couples relies solely on wills, though they remain subject to the highest tax bracket (Group III), with rates reaching nearly 20% of the estate’s value. Children Born Out of Wedlock and Adoption Children born out of wedlock and adopted children enjoy identical inheritance and tax rights to biological children within a marriage, provided that parentage is legally established. Both groups qualify for the full “Group 0” tax exemption.
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