Foundation Registration Poland | NGO's Incorporation
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- Taxation of Polish Company
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- Foundation registration in Poland
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- UBO / Ultimate Beneficial Owner in Poland
Foundation — most popular NGO in Poland
Foundation is one of the most popular non-governmental organizations (NGO) in Poland. In terms of the founder, there are foundations: private, corporate and public. Private foundations are run by natural persons. Corporate foundations run by companies. State foundations are run by the public administration. The purpose for which a foundation in Poland may be established should be socially or economically useful – the foundation may pursue any charitable or social or economically useful goals, provided that they are of a public nature.
Who can create a foundation in Poland?
The person/entity creating the foundation is called the founder. A founder may be:
- Polish citizen or a foreigner – with place of residence in Poland or out of Poland,
- a legal entity with its seat in Poland or abroad (e.g. a private company),
- several founders – several natural persons, several legal entities or a group consisting of both.
The founder may appoint another person (board member, attorney at law) to draw up the statute or register the foundation by giving written power of attorney.
The founder who established the foundation is established for life in a notarial deed and cannot be changed.
What is the role of the founder?
The role of the founder in the process of establishing a foundation in Poland consists of:
- drawing up a Foundation Act in the form of a notarial deed – a declaration on establishing the foundation and allocating specific assets to it,
- drawing up Foundation’s Statute and
- registering the foundation in the National Court Register in Poland.
The founder is not obliged to participate in the further activity of the foundation in Poland. The founder may join its activities, e.g. become a board member – only if the Foundation’s Statute contains appropriate provisions enabling founder to perform this function.
How to establish a foundation in Poland?
From the idea to establish a foundation, to the moment it starts operating, we have to go through several stages. They are necessary for the foundation to obtain legal personality.
We distinguish the following stages to establish the foundation in Poland:
- establishing the Foundation Act (in the form of notarial deed) with the determination of the amount of the founding fund,
- establishing the Foundation Statute, i.e. a document defining the organization and operation of the foundation,
- appointment of the board of directors,
- registration of the foundation in the National Court Register (KRS).
The first two steps essentially belong to the founder. The last stage belongs to the Polish court.
As per Polish Law — Foundation Act is a declaration of will of the founder in which founder:
- establishes a foundation,
- defines the purpose of the foundation and
- determines the foundation founding fund (the property intended for foundation’s purpose).
The Foundation Act must be in the form of a notarial deed. If the founder would be represented by a proxy, a proxy must also have a power of attorney established in the form of a notarial deed.
A notarial deed can also be drawn up abroad. It has the same force as Foundation Act submitted to a notary public in Poland, but only on condition that it is drawn up by a Polish consul and after obtaining a written authorization from the Minister of Justice, issued at the request of the Minister of Foreign Affairs.
Revocation of the foundation act
The Foundation Act may be revoked but it is possible only until the foundation is entered in the National Court Register (KRS) and must take the form of a notarial deed. The declaration on the revocation of the foundation act may be submitted by the founder, and if there were several founders – then all the founders jointly.
If the founder fails to transfer certain assets to the foundation, after the foundation acquires legal personality, i.e. after the court has entered into the National Court Register, the foundation may claim its rights under general principles of the Civil Code.
The founding fund may consist of:
- money – the amount can be specified in Polish and foreign currency (then it is necessary to specify its equivalent in PLN according to the current exchange rate of the National Bank of Poland),
- movable property given to the foundation,
- real estates given to the foundation.
Founding fund enable the foundation to start its activities. The founder makes the decision as to the amount of the foundation founding fund.
The minimum amount of the founding fund in Poland depends on whether the foundation will start a business or not.
Foundation without a business:
- funds for statutory activity – the minimum founding fund is not specified.
Foundation with a business:
- funds for business activity – the minimum amount is 1.000 zł,
- funds for statutory activity – not less than the fund established by the founder for business activity (e.g. if the funds established for business activity is 2.000 zł, the funds for statutory activity must be not less than 2.000 zł).
The Foundation’s Statute is written and passed by the founder/founders in a regular written form. The founder may also grant a power of attorney in this regard to another person.
Foundation Statute defines i.a.:
- name of the foundation,
- foundation’s seat,
- foundation’s assets,
- foundation goals,
- forms and scope of the foundation’s activity,
- composition and organization of the board,
- the method of appointing and the duties and powers of the board and its members.
In the Foundation’s Statute it is also possible to indicate the competent minister who will supervise the foundation.
The board is the only obligatory foundation authority responsible for the day-to-day operation of the foundation. The number of board members has not been legally determined. It should be a collegiate authority, which means that it should consist of at least two people.
Foundation Registration in Poland (KRS)
The next stage is the registration of the foundation in National Court Register in Poland (KRS). The obligation to submit a registration application to the National Court Register (KRS) belongs:
- to the founder or founders (or to a proxy authorized by founder to submit an application for registration), or
- to the foundation’s management board.
Therefore, it is necessary to fill in the appropriate forms and prepare the required documents and attachments (e.g. statute). The following documents should be attached to the application for registration of a foundation in the National Court Register:
- declaration on establishing a foundation – Foundation Act,
- declaration indicating the competent minister of supervision,
- Foundation’s Statute – signed by the founder,
- resolutions on the appointment of the foundation’s authorities,
- statements of the members of the board on their addresses,
- the application for entry in the register fees payment confirmation,
- the written consent of the persons appointed to the management board.
Foundation’s bank account
The last step in the process of setting up the foundation is to open a bank account. In order to open a bank account for the foundation, it is necessary to submit to the bank documents specifying the legal status of the entity and the rules of its representation, usually banks require:
- Foundation Statute,
- printout/excerpt from the National Court Register,
- decision on the assignment of a tax identification number (NIP),
- identity documents of persons authorized to act on behalf of the foundation.