Foundation Registration Poland | NGO's Incorporation
- Corporate Law in Poland
- Company Liquidation in Poland
- Shareholders Meeting in Poland
- Shareholders resolutions in Poland
- Board of Directors in Poland
- Conveying Shareholders Meeting
- Dismissing Director in Poland
- Liability of Directors in Poland
- Share capital increase in Poland
- Share capital in LLC in Poland
- Reduction of share capital in Poland
- Supervisory Board in Poland
- Auditing Committee in Poland
- Taxation of Polish Company
- Accountancy in Polish Company
- Changes in the supervisory board in Poland
- Foundation registration in Poland
- Transformation into Joint Stock Company in Poland
- UBO / Ultimate Beneficial Owner in Poland
Updated: 24.06.2024
Foundation — most popular NGO form 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 or 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,
- Legal entity with its seated in Poland or abroad (e.g. public or private foreign company),
- Several founders – several natural persons and / or several legal entities.
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.
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:
- Drafting the Foundation Act: This is done in the form of a notarial deed and includes determining the amount of the founding fund.
- Creating the Foundation Statute: This document outlines the organization and operation of the foundation.
- Appointing the Board of Directors.
- 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.
Step 1 – Execution of Foundation Act
Foundation Act is a simple declaration of will of the founder regarding:
- establishment of the foundation,
- definition of the purpose of the foundation and
- determination of the foundation founding capital / fund (the property intended for foundation’s purpose).
The Foundation Act must be executed 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 executed at the notary public in Poland if it is prepared 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.
Step 2 – Execution of Foundation’s Statute
The Foundation’s Statute is an equivalent to Article of Association in company registration process. The Statute shall be prepared and adopted by the founder/founders in a regular written form. Notarial form is not requires, which is significant benefit as opposed to LLC. The founder may also grant a power of attorney in to qualified attorney or other expert to prepare and adopt the Statute of the Foundation.
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.
Step 3 – Appointing Foundation Board of Directors
The Board (e.g. Board of Directors) is the only mandatory corporate body of the foundation. It is responsible for management and 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.
Step 4 – Foundation registration in 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.
Registration process consists of submission of registration forms along with 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.
Minimum Fund / Capital of Polish Foundation
The founding fund of newly incorporated foundation in Poland 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 donated to the foundation,
- real estates donated to the foundation.
Founding fund enables the foundation to start its activities. The minimum amount of the founding fund in Poland depends on whether the foundation will run regular business operations or operate only for statutory activity.
- 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 Bank Account
The last step in the process of setting up the foundation is to open a bank account. Not all high street banks run accounts for NGOs in Poland, hence it is required to verify possibility of opening bank account for NGO prior to submitting an application.
In order to open a bank account for the foundation, it is required to submit application followed by constitutional documents and KYC required documents (beneficial owner / UBO related). Banks usually require the following documents in addition to the application form:
- 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,
- identity documents of Beneficial Owners.
FAQ – Foundations in Poland
Are Foundations in Poland exempted from taxes?
Foundations in Poland are eligible for Corporate Income Tax (CIT) exemptions if they engage in public benefit activities like charity, education, and healthcare.
The foundation’s statutes must state this dedication, and all income must be used solely for these purposes. They must maintain transparent financial records and submit annual reports to the National Court Register (KRS). These exemptions help foundations reduce their tax burden and allocate more resources to their mission-driven work.
What is OPP status of Foundation in Poland?
Foundations in Poland can achieve OPP (Public Benefit Organization) status if they engage in activities that benefit the public, such as charity, education, and healthcare.
To qualify, a foundation must have been operational for at least two years, demonstrate transparency through annual financial and activity reports, and explicitly commit to public benefit activities in its statutes. Achieving OPP status allows foundations to receive 1,5% of income tax donations, benefit from CIT exemptions, and potentially gain VAT exemptions, enhancing their credibility and funding opportunities.
Is it possible to open a branch of foreign foundation in Poland?
Yes, it is possible to open a branch of a foreign foundation in Poland. The equivalent of a branch for a foreign foundation is the Representative Office of a Foreign Foundation (RO-FF). This form allows a foreign foundation to operate in Poland without establishing a new legal entity, functioning as an extension of the foreign foundation under Polish law.
Services for Foundations in Poland
Legal services for Foundations
We provide comprehensive legal services for foundations in Poland, including advisory, support, and representation. Our expert team assists with the establishment and management of foundations, ensuring compliance with Polish laws and regulations.
We offer our services in major cities such as Warsaw, Krakow, Poznan, and Wroclaw, providing localized support to meet your specific needs. Whether you are setting up a new foundation or managing an existing one, we are here to help you navigate the legal landscape effectively.
Accounting and Payroll services for Foundations
We specialize in accounting and payroll services for NGOs in Poland, with over 20 years of experience. Our expert team provides advisory, support, and representation, ensuring compliance with NGO-specific financial regulations.
We serve Warsaw, Krakow, Poznan, and Wroclaw, offering tailored support for your organization’s needs. Have a question? Reach out to us!
DKP Legal
DKP Legal
