Foundation Registration Poland | NGO's Incorporation

Foundation — most popular NGO in Poland

Foundation is one of the most popular legal form of non-governmental organizations (NGO) in Poland. In Poland, foundations can be categorized based on their founders into three types: private, corporate, and public. Private foundations are established and managed by individuals, corporate foundations by companies, and public foundations by public administration entities. Regardless of their type, the purpose of any foundation in Poland must be socially or economically beneficial. These foundations can pursue a wide range of charitable, social, or economically useful goals, as long as these objectives serve the public interest.

Who can create a foundation in Poland? 

The person/entity creating the foundation shall be referred as “the founder“.

A founder may be:

  • Polish citizen or a foreigner – with place of residence in Poland or outside of Poland,
  • a legal entity with its seated 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 founder’s role in establishing a foundation in Poland includes the following steps:

  • Drafting a Foundation Act in the form of a notarial deed, which is a formal declaration of the foundation’s establishment and the allocation of specific assets to it.
  • Creating the foundation’s statute.
  • Registering the foundation with the National Court Register in Poland.

After these steps, the founder is not required to participate in the ongoing activities of the foundation. However, the founder can choose to become involved, such as serving as a board member, if the foundation’s statute includes provisions that allow for this role.

How to establish a foundation in Poland?

Establishing a foundation in Poland involves several crucial stages, each necessary for the foundation to obtain legal personality. The process includes:

  1. Drafting the Foundation Act: This is done in the form of a notarial deed and includes determining the amount of the founding fund.
  2. Creating the Foundation Statute: This document outlines the organization and operation of the foundation.
  3. Appointing the Board of Directors.
  4. Registering the Foundation with the National Court Register (KRS).

The first two steps are primarily the responsibility of the founder, while the final step is carried out by the Polish court.

Foundation Act

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.

Minimum fund

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),
  • securities,
  • 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).

Foundation’s Statute

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.

Foundation board

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.