A Polish entrepreneur with a group of operating companies faces a decision that shapes decades of tax exposure and succession planning. Two structures dominate the conversation: the Polish family foundation (fundacja rodzinna) introduced in May 2023, and a classic holding company built under Kodeks spółek handlowych (Commercial Companies Code, KSH). Each path offers real advantages – and forfeits others permanently if chosen at the wrong moment.

The family foundation accumulates and distributes wealth under a preferential tax regime, with distributions to close relatives taxed at 15% CIT rather than the standard 19%. A KSH-compliant holding company, by contrast, offers a participation exemption on dividends and capital gains from qualifying subsidiaries, with a 95% income exclusion available after a two-year holding period. Choosing the wrong vehicle at the wrong stage of a business lifecycle precludes restructuring without triggering exit taxation – an irreversible consequence that can exceed PLN 5m for mid-sized groups.

This alert explains what changed in Polish tax law, who is most affected by the current thresholds, and what owners must do before the end of Q1 2026 to preserve their options.

What changed – and why the choice matters now?

Polish family foundation law, in force since May 2023, created a genuinely new instrument. The National Court Register (KRS) has registered over 2,000 family foundations since launch. The Polish Financial Supervision Authority (KNF) and the National Revenue Administration (KAS) have both issued guidance clarifying permitted investment activities – and the boundaries are tighter than early commentary suggested.

Three changes sharpened the decision in late 2025. First, KAS audits of foundations conducting active business (rather than passive asset holding) accelerated. Foundations caught operating outside permitted scope face a punitive 25% CIT rate on disqualified income. Second, the holding company regime under Polish corporate income tax law was amended to extend the two-year minimum holding period to cover indirect shareholding chains – a change that affects multi-tier groups. Third, transfer pricing documentation requirements now apply to transactions between a family foundation and its beneficiaries above PLN 2m annually, bringing foundations within the same compliance burden as ordinary related-party structures.

The window to restructure without triggering exit tax closes when assets are formally contributed. Owners who delay past the point of contribution forfeit the ability to switch vehicles without a taxable deemed disposal. That is the irreversible consequence driving urgency now.

Who is affected – and which thresholds trigger each regime?

The holding company regime suits owners who plan to sell subsidiaries or receive dividends from operating companies within a defined investment horizon. The 95% participation exemption applies when the Polish holding company holds at least 10% of shares in a subsidiary for a minimum of two years. Groups with subsidiaries in Luxembourg or other treaty jurisdictions benefit from layered exemptions – see our analysis of tax structuring through Luxembourg for how Polish holding rules interact with treaty networks.

The family foundation suits owners whose primary goal is multigenerational wealth preservation rather than active deal-making. Permitted activities are limited: holding shares, lending to beneficiaries, and investing in financial instruments. Active trading, manufacturing, or providing services disqualifies foundation income from the preferential 15% rate and triggers the 25% punitive charge. The minimum founding contribution is PLN 100,000.

  • Holding company: best for groups planning subsidiary sales within 5–10 years
  • Family foundation: best for passive asset accumulation and succession over 10+ years
  • Hybrid: foundation owns the holding company – permissible, but adds compliance layers
  • IP Box assets: held at operating company level, not inside a foundation

We secured a reclassification of disqualified foundation income for a manufacturing group client in the Mazowieckie region (autumn 2025), preserving the 15% rate on PLN 3.2m of passive income that KAS had initially challenged. The outcome turned on a precise boundary between permitted lending and prohibited service activity. For foreign investors, the picture is more complex – our alert on UODO enforcement trends illustrates how Polish regulators treat cross-border structures with increasing scrutiny.

Owners with annual group revenue above PLN 50m should note that both structures trigger mandatory transfer pricing documentation once intra-group transactions exceed PLN 2m per category. This threshold applies regardless of which vehicle is chosen.

What to do before 31 March 2026?

The practical deadline is 31 March 2026. Owners who contribute assets to a family foundation after the tax year closes without prior restructuring lose the ability to apply the holding exemption to gains already crystallised in that year. Acting before Q1 closes preserves optionality.

Our team obtained a binding tax ruling confirming holding company exemption eligibility for a technology group in Lower Silesia (winter 2025), covering a projected capital gain of EUR 8m on a planned subsidiary disposal. The ruling took 90 days from application – meaning owners who have not yet applied are already at risk of missing the window.

Polish tax law also intersects with KSeF obligations for companies within holding structures. Groups using intercompany invoicing must ensure KSeF compliance before the mandatory phase-in date. Our guide on KSeF deadlines for 2026–2027 sets out the invoicing obligations that apply to holding company subsidiaries operating in Poland.

Immediate action checklist:

  • Map all intra-group transactions above PLN 2m for transfer pricing exposure
  • Confirm whether foundation activities fall within KAS-permitted passive scope
  • Apply for a binding tax ruling if a subsidiary disposal is planned within 24 months
  • Review KSeF readiness for all Polish-registered entities in the group
  • Assess whether a hybrid foundation-holding structure reduces or increases compliance cost

Delay beyond 31 March 2026 does not permanently close all options. But it forfeits the cleanest restructuring window and forces owners into more expensive corrective transactions later.

Your company's specific situation determines which structure generates the lower long-term tax cost – and which one precludes a future sale or succession plan. Getting this wrong at the contribution stage is not easily corrected.

To receive an expert assessment of your holding or foundation structure, contact info@kordeckipartners.com. We will review your group's asset map, identify the applicable thresholds, and prepare a binding ruling application within 30 days.

Frequently asked questions

Q: Can a family foundation own a Polish holding company?

A: Yes. A family foundation may hold shares in a Polish holding company as a permitted investment activity. This hybrid structure separates passive wealth accumulation (at foundation level) from active deal-making (at holding level). However, it adds a compliance layer: transfer pricing documentation is required for transactions between the foundation, the holding company, and beneficiaries once thresholds are exceeded.

Q: How long does it take to establish a family foundation in Poland?

A: Registration with the National Court Register typically takes 4–8 weeks from the date of notarial deed, provided the founding documents are complete. The minimum founding contribution of PLN 100,000 must be paid before registration. Rushed filings with incomplete statutes frequently cause delays of an additional 4–6 weeks.

Q: Is IP Box income compatible with a family foundation?

A: No – IP Box relief applies at the level of the operating company that develops and exploits qualifying intellectual property. Transferring IP into a family foundation typically disqualifies the IP Box regime because the foundation does not conduct qualifying research and development activity. IP assets should remain at operating company level, outside the foundation structure.

KORDECKI & Partners is a law firm based in Warsaw and Krakow, advising business clients across 30 jurisdictions. Our team combines expertise in Polish and international law with a practical approach to tax structuring, family foundation setup, and holding company design. We work with Polish entrepreneurs, foreign investors, and in-house legal teams. To discuss your situation, contact info@kordeckipartners.com.

Disclaimer: This publication is provided for informational purposes only and does not constitute legal advice. The information herein should not be relied upon as a substitute for professional legal counsel tailored to your specific circumstances. KORDECKI & Partners assumes no liability for actions taken or not taken based on the contents of this material. For advice regarding your particular situation, please contact info@kordeckipartners.com.