Poland’s Family Foundation Tax Reform from 2027: What Changes and What to Do Before Year-End (Sejm Print No. 3148)

Robert Nogacki, Attorney at Law (radca prawny), Managing Partner, Kancelaria Prawna Skarbiec. The analysis reflects the state of the law and of the legislative record as of October 3, 2026.

On September 29, 2026, the Polish government adopted a bill reforming the taxation of family foundations with effect from January 1, 2027, and sent it to the Sejm as Print No. 3148. The Minister of Finance and Economy, Andrzej Domański, justified it in a single sentence: the present rules are being used for very aggressive and dishonest tax optimization. The bill raises the tax on distributions from a foundation from 15 to 19 percent, introduces a two-year test for the sale of contributed assets, withdraws the exemption from apartments let by the night and from dwellings let through operators, brings foundations within the controlled foreign company and exit tax regimes, extends the hidden-profits rules to loans made to the founder and to related companies and to forgiven receivables, and assigns a 25 percent rate to cryptocurrencies. It also gives two things: a personal income tax exemption for the founder’s nephews and nieces, and one year for the tax-free return of dwellings contributed to the foundation.

Read our ebook TAXATION OF THE FAMILY FOUNDATION.

This text is written for people who have a family foundation or are planning one. It explains where the changes come from, what each provision actually does, and what follows in practice. It ends with a list of matters to settle by December 31, 2026, because most of the decisions must be taken this year. A first attempt at tightening the rules was vetoed by the President in November 2025; that statute is not discussed here, since it never entered into force, and whatever returned from it is described as it stands in Print No. 3148.

Where the changes come from: what the tax authorities found in foundations

The numbers explain the Minister’s tone. For 2025, 3,017 family foundations filed the dedicated CIT-8FR return. They reported PLN 15.27 billion of tax-exempt income and PLN 126.8 million of tax due. Had the same income been taxed at 19 percent, as it would be in an individual’s hands, the tax would have been PLN 2.9 billion. That is the Ministry of Finance’s arithmetic in the review of the Family Foundation Act, in the post-consultation version of September 23, 2026, repeated in the explanatory memorandum to the bill.

It is worth checking what those 15 billion consist of. More than PLN 10 billion is income from participation in companies, above all dividends from family businesses, which is exactly what the foundation was designed for. Trading in securities produced PLN 2.84 billion, sales of assets PLN 1.57 billion, loans PLN 0.59 billion, rental PLN 0.22 billion. Most of the exempt income is the system working as the legislature intended, not abuse. That proportion is worth remembering, because the rate increase hits the whole while the anti-abuse measures hit the margin.

The abuses are real, however, and the authorities have described them. Between the Act’s entry into force and the end of 2025, the Head of the National Revenue Administration issued 77 opinions finding a justified suspicion of tax avoidance in cases involving foundations, and for comparison notes that in ten years of the general anti-avoidance rule it opened about 230 proceedings in total. The most common scheme: the founder contributes shares, the foundation sells or redeems them after a short time free of tax, and is then liquidated or distributes the profit. Further down the list: contributing receivables and collecting interest tax-free, properties let by the night under the exemption meant for leasing, structures with Luxembourg companies and funds, and the foundation as an umbrella over foreign companies that the CFC rules cannot reach today. The review adds data about people: in roughly 44 percent of foundations the founders and the beneficiaries are the same persons, and 27 percent of foundations have a single beneficiary. The Ministry states plainly that succession to oneself is not succession. I do not accept that this is abuse in itself, since the Act expressly allows the founder to be a beneficiary, but these are the data behind the rate increase.

The mechanics of the simplest optimization are worth understanding, because most of the new provisions aim at it. An entrepreneur with a company worth one hundred million who sells it himself pays 19 percent tax on the gain and a 4 percent solidarity levy on income above one million złoty. If he first contributes the shares to a foundation, the contribution is neutral. If the foundation then sells the shares, the sale is exempt and one hundred million lands in the foundation untaxed. The third move concerns taking the money out: instead of a benefit, on which the foundation pays tax, the foundation lends the owner the money. A loan is not a benefit, so for as long as it is repaid on schedule, and the schedule can be extended, there is no tax and the cash is in hand. Contribute, sell, borrow.

One simplification circulating in the press deserves a correction here. The advantage of a foundation is not that one pays 15 instead of 19 percent, as with the flat tax on capital income. The 15 percent in the foundation is a tax on the distribution; the flat tax is a tax on an individual’s gain; they are not variants of one tax. The advantage is that throughout the accumulation and turnover of assets, within the bounds of permitted activity, nothing is paid at all, and tax arises only when money is taken out. Deferral is worth more than the difference in rates. That is why a bill that raises the rate but leaves deferral intact is not the end of a tax haven, merely its pruning.

The map of changes in one paragraph

The reform amends the Corporate Income Tax Act and the Personal Income Tax Act. There are six tightening measures: the 19 percent rate on distributions, the two-year test for the sale of contributed assets, taxation of residential letting outside the direct model and of accommodation premises, the end of the exemption for participation in transparent entities, the extension of CFC tax and exit tax to foundations, and the extension of hidden profits to loans made to the founder and related parties and to forgiven receivables. Added to that is a 25 percent rate for cryptocurrencies, which the drafters call a clarification. There are two reliefs: a wider family of the founder for PIT purposes and a one-year window for returning dwellings. Everything enters into force on January 1, 2027 and applies to existing foundations as well, with one important exception described under the two-year test. The bill was softened in consultation: the test was shortened from three years to two, an exception was added for sales ordered by a public authority, a valve for transparent entities, and a dividend-deduction mechanism in the CFC tax.

The 19 percent rate on distributions: everyone pays, including the model foundation

The distribution tax is paid by the foundation when it pays a benefit to a beneficiary, hands over property on dissolution, or when a hidden profit arises. The beneficiary-level rules do not change: the founder’s closest family pays no PIT, the extended family pays 10 percent, unrelated persons 15 percent. The combined burden on a distribution to the closest family therefore rises from 15 to 19 percent, for the extended family from roughly 25 to roughly 29, for unrelated persons from roughly 30 to roughly 34 percent of the benefit’s value.

The Ministry explains the increase as an alignment with the tax on individuals’ capital income. One point for the record: the foundation pays tax on the amount it distributes, not on the profit from which it funds the distribution. Out of PLN 100 of profit a foundation can therefore pay a close relative PLN 84, because PLN 16 is absorbed by the tax computed on those PLN 84. A shareholder who receives a PLN 100 dividend gives up PLN 19 and keeps PLN 81. The foundation thus remains three złoty per hundred cheaper than a dividend, and its real advantage, the deferral of tax until distribution, is untouched.

What this means in practice. The rate will apply to all foundations, existing ones included, and to all distributions made from the new tax year, regardless of when the profit was earned. The bill does not protect profits generated through the end of 2026. A foundation that spent three years postponing distributions in reliance on 15 percent will pay 19 on them. This is the only change that cannot be called the closing of a loophole: loopholes are closed, a rate increase is paid by all. Where distributions are planned anyway, and the governing documents and liquidity allow them, a distribution before year-end costs 15 instead of 19 percent. The decision is best taken after the Sejm committee stage, since protection for old profits may yet appear, but no later than December.

The two-year test: a sale of contributed assets within two years will be taxed

A new Article 6(8)(2) of the CIT Act withdraws the exemption from income on the sale of assets contributed to the foundation or transferred to it gratuitously, where the sale occurs before the lapse of two years counted from the end of the year of contribution. In practice the quarantine lasts between 24 and 36 months, depending on the month of contribution. The test covers every kind of asset: shares, bonds, real estate, works of art. The criterion is provenance, not the type of asset. Assets the foundation has purchased, even with contributed cash, are outside the test and may be traded freely. A share portfolio contributed in kind is caught in the same way as a contributed tenement house.

A sale caught by the test is taxed under the general rules, that is 19 percent of income with deductible costs. The tax paid later reduces the distribution tax, up to its amount, so as a rule there is no double taxation; the credit is available, however, only until the first liability becomes time-barred, which a long accumulation may defeat. The penalty for an early sale is therefore the loss of deferral and the need to pay out of current liquidity.

The test has one exception: a sale in execution of an order of a public authority, meaning, according to the government’s explanations, expropriation and enforcement sales. The term is undefined, so what follows is my interpretation. Outside the exception remain forced sales that do not flow from an order of an authority: a squeeze-out of shares, a compulsory redemption, a sale in restructuring, and a sale needed to pay a forced share (zachowek), for which the foundation may be liable under the Act itself. The last case produces a curious result: a foundation that sells contributed shares to pay the forced share voluntarily loses the exemption, while a foundation that waits for the bailiff keeps it. The statute rewards enforcement over voluntary payment, and the Sejm should fix that.

The transitional provision is the most important part. The test applies only to assets contributed from the tax year beginning after December 31, 2026. Assets already in foundations, and assets contributed through the end of 2026, remain outside the test forever. That does not mean one may contribute and sell in the spring with impunity: such a scheme was and remains the principal target of the general anti-avoidance rule, and in May 2025 the Council for Counteracting Tax Avoidance found that the distribution of profits from such a scheme met the conditions of the rule. A quick sale does not of itself establish abuse, but the dispute over its purpose is then conducted on the examining authority’s terms.

What this means in practice. The coming months are the natural moment for long-planned contributions, especially of securities portfolios and real estate, because what is contributed this year will never fall under the test. What belongs in a foundation is what is meant to stay there for generations, not what is meant to be sold in the spring. The brake is not the registry backlog, since a foundation in organization may receive assets from the day of the notarial deed, but the time needed to transfer the assets effectively: real estate requires a notarial deed, shares require notarially certified signatures, and a foundation yet to be formed must be filed for registration within six months of its formation, failing which it loses the exemption.

Rental: dwellings stay, apartments by the night fall out

Today a foundation pays no tax on any rental except letting to the founder, the beneficiaries, and their companies for the purposes of their business; that exclusion has applied from the start and the bill merely re-enacts it. From 2027 two new groups fall out of the exemption. The first is residential buildings and dwellings, and the residential part of mixed-use buildings, unless the foundation lets them directly and exclusively for housing purposes, which the foundation itself must prove. The second is buildings and premises intended for round-the-clock accommodation.

Stated plainly. Apartments let by the night fall out of the exemption in every case. A dwelling remains tax-free where the foundation signs the lease with the resident and the resident lives there. A dwelling let to an operator who sublets it loses the exemption, because it is not let directly for housing purposes. A dwelling let to a company that houses an employee in it is doubtful on the wording of the provision, because the tenant is not the person who lives there; the Lewiatan Confederation raised that case in the consultation of the review, and the answer was a reference to the bill, which does not resolve it. A property manager administering, on the foundation’s behalf, leases the foundation has concluded with residents does not in my view defeat directness, but proving as much will fall to the foundation. A resident working remotely in a rented apartment does not defeat the housing purpose, although the word “exclusively” will tempt examiners.

Offices, warehouses, and retail units let to unrelated parties fall within neither new group and, on the wording of the provision, remain exempt. The explanatory memorandum says otherwise: that only strictly residential letting will remain exempt and every commercial use of real estate will be taxed. In a dispute the text governs, not the memorandum. A foundation letting offices should nonetheless expect the official to read the provision through the memorandum, and have its answer ready.

Taxation operates on two tiers. Residential letting that still falls within the catalogue of the foundation’s permitted business activity but loses the exemption is taxed currently at 19 percent, with a credit against the distribution tax. Activity with the hallmarks of hotel services, meaning aparthotels, condo hotels, and serviced short-term rentals, is, on the Ministry’s view, outside the catalogue already today and attracts the punitive 25 percent rate with no credit; services within Division 55 of the Polish statistical classification are accommodation, not leasing. The tax authorities have long said so, and the administrative courts in 2025 ruled the other way, as participants in the review consultation recalled, citing the judgments of the Regional Administrative Court in Gdańsk of September 2, 2025, I SA/Gd 425/25, and in Wrocław of March 26, 2025, I SA/Wr 807/24. From 2027 the statute ends that dispute, in the Treasury’s favor.

A comparison. An individual taxes private rental income at a lump-sum rate of 8.5 to 12.5 percent of revenue. For dwellings in an operator model the foundation’s advantage over the lump sum disappears or reverses from 2027, depending on the level of costs. For hotel-grade assets the foundation, at 25 percent without credit and 19 percent on exit, becomes dearer even than an ordinary limited liability company.

What this means in practice. Every property in a foundation must be assigned to one of four groups: let directly for housing, let to an operator, working by the night, commercial. For dwellings held through an operator there are three ways out: rewrite the leases so that the foundation is the party, move the activity to a company, or use the return window. For hotel-grade assets the choice is between the 25 percent rate and moving the activity to a company, and for those contributed before 2027 the return window as well. For dwellings let directly the documentation must be prepared, leases, declarations of housing purpose, records, because the burden of proof will fall on the foundation.

The return window for dwellings: a year for an honorable exit

For the first time the government opens an exit door from the family foundation. Until December 31, 2027, or, for a non-calendar tax year, within twelve months of the end of the tax year begun before 2027, a foundation may return dwellings, houses, and accommodation premises, including shares in them and cooperative rights to premises, to the person who owned them immediately before contributing or donating them to the foundation before January 1, 2027. The return bears neither the distribution tax nor the 25 percent rate; made as a donation it is exempt from inheritance and gift tax, made in another form it is not PIT income. It does not count as a new acquisition: the period during which the property belonged to the foundation counts toward the five years after which a sale is free of PIT, and on a later sale only the expenditure incurred while the property was in the foundation is lost. There are three limits: only to the person who contributed the property, only property within the new exclusions, only property contributed before 2027. In the consultation of the review entrepreneurs asked for a general right to a tax-free return of contributed assets, shares included; the government granted it only for housing and only for one year.

Two reservations the bill does not resolve. The first is civil-law: Article 20 of the Family Foundation Act prohibits returning to the founder property contributed to cover the founding fund, unless a statute provides otherwise. A dwelling contributed alongside a founding fund covered in cash meets no obstacle, although even then the governing documents, the beneficiaries’ entitlements, and creditor protection must be checked. A dwelling contributed to the founding fund itself may become stuck in the very door the Treasury has just opened. The argument that a transitional provision of a tax statute is that “other statute” is in my view a strong one, but the deed is drawn up by a notary, and notaries will assess it differently; before planning a return one must consult the foundation’s asset inventory. The second reservation concerns VAT. The window is opened by the CIT Act, the PIT Act, and the Inheritance and Gift Tax Act; on VAT the bill is silent. Where the foundation deducted input VAT on the purchase or refurbishment of a short-let unit, a gratuitous return may trigger output VAT or a correction of the deduction. The scale is real: according to the review, in 2025 VAT refunds to foundations exceeded their payments by PLN 52 million, which shows how much property was bought with a deduction. That calculation must be made before the window begins to look free.

An example shows the sums involved. A father bought an apartment in 2021 for PLN 700,000; in 2024 he set up a foundation with his children in mind, covered the founding fund in cash, contributed the apartment in addition, and is himself a beneficiary; the foundation lets the apartment by the night. In 2027 the apartment is worth one million; in 2029 it is sold for PLN 1.1 million; the housing relief, improvements, transaction costs, and VAT are disregarded. Through the window: the foundation returns the apartment in 2027 free of income tax and gift tax, and on the sale in 2029 the PIT is nil, because five years from the 2021 purchase expired at the end of 2026. Total: zero. Through the door, that is after the window closes: the father delays, and the foundation transfers the apartment to him as an ordinary benefit only in 2028. The foundation pays 19 percent of the value, PLN 190,000 at one million; the father, as founder, pays no PIT on receipt, but on the sale in 2029 five years have not elapsed since the new acquisition and the cost of a gratuitous acquisition is close to nil, so he pays 19 percent of PLN 1.1 million, about PLN 209,000. Total: close to PLN 400,000. The apartment stays and keeps working by the night: 25 percent of income with no credit, and on distribution 19 percent of the amount paid out, so that of every PLN 100 of income about PLN 63 reaches the family. There is a fourth route: the foundation sells the apartment itself free of tax, since property contributed before 2027 is outside the test, and the money stays in the strongbox awaiting 19 percent on exit. The window, then, is for those who want the apartment back, not for those who want to cash it in. Rarely does a legislature say so plainly: take this out of the foundation while we allow it. It allows it for a year.

Transparent entities, CFC, and exit tax: the end of the umbrella

Today a foundation may be a partner in a United States LLC or a Luxembourg SCSp, entities that pay no tax themselves because their income is attributed to the partners. Since the foundation is exempt, the income of such an entity, even from an operating business outside the catalogue, is taxed nowhere. From 2027 the exemption will not cover participation in transparent partnerships and entities to the extent their income would not have been exempt had the foundation earned it itself. The criterion is therefore not the passivity of the vehicle but what the foundation could do directly: dividends, interest, and gains on the sale of shares earned through the vehicle remain exempt, an operating business loses the exemption, and residential letting through the vehicle falls within the new exclusion exactly as it would at the foundation’s level. A Polish general partnership with a foundation among its partners is already a corporate taxpayer today, so it is unaffected. In practice each income stream of an LLC or SCSp must be classified separately, and for an LLC the first question is whether it is transparent at all, since it is sometimes taxed as a company.

The second change concerns foreign companies owned by the foundation. Today a foundation pays no tax on the income of controlled foreign companies, because it is exempt as an entity; it thus became a blocker through which individuals circumvented the CFC rules. From 2027 the income of foreign companies that meet the statutory conditions of a controlled foreign company, the tests of control, low effective taxation, and revenue composition, and that do not qualify for the exception for genuine economic activity in the EU and the EEA, will be taxed currently at 19 percent at the foundation’s level, with the attendant records and the CIT-CFC return. The bill, however, adds a mechanism called for in the consultation: the foundation will deduct from the CFC base the dividends received from the entity and the income from the sale of its shares, although at its own level they are exempt, in the proportion in which the entity’s income would have been exempt had the foundation earned it directly, and undeducted amounts carry forward for five years. Stated plainly: a passive foreign company that distributes its entire profit to the foundation will as a rule generate no CFC tax, because the dividend reduces the base; the tax will hit profits retained in a low-tax jurisdiction and operating companies. In practice foreign companies must be screened against the CFC conditions and a dividend policy settled, since the tax depends on it.

The third change is exit taxation, the tax on unrealized gains when assets are moved outside Polish jurisdiction. The foundation ceases to be exempt from it, and the provision will also cover the case in which Poland loses the right to tax property handed over on the foundation’s dissolution. The cost of the migrated asset is determined as if its sale by the foundation were taxable, so the tax falls on gain, not value. For most foundations this provision has no practical significance; it matters for those planning to move their seat or assets abroad.

Loans: the end of the cash machine

Today the only loans that constitute hidden profits, on which the foundation pays tax as on a distribution, are loans to beneficiaries: the installment due in a given year and unpaid by the CIT-8FR filing deadline, and loans granted for ten years or longer. Loans to a founder who is not a beneficiary, and to the founder’s companies, trigger no tax. From 2027 an overdue installment on a loan to the founder and to any party related to the founder, a beneficiary, or the foundation, including the foundation’s own portfolio company, will be taxed as a distribution, and ten-year loans to related individuals likewise. Rolled-over loans, which the revenue officials themselves call a plague, receive a guillotine mechanism: whoever treated the foundation as a cash machine will pay for every withdrawal not returned on time. New point 7 goes further: the value of receivables owed by the founder, beneficiaries, and related parties that are forgiven, become time-barred, or are written off as uncollectible will be a hidden profit, whatever their source, not only loans. A loan nobody intends to repay is a gift in costume, and here the rationale is clear. The provision does not, however, distinguish simulated uncollectibility from genuine insolvency: the bankruptcy of a subsidiary and the write-off of the receivable impoverish the foundation and nonetheless generate tax; that is taxing a loss, and a submission for the parliamentary stage.

One point is uncertain. The new rules apply to benefits provided or placed at the recipient’s disposal from the new tax year. A loan made to the founder in 2025 was placed at his disposal in 2025, even though an installment falls due in 2027. The purpose of the provision points to old loans being covered; the letter supplies the opposite argument. Prudence counsels assuming coverage.

What this means in practice. The portfolio of loans to the founder, beneficiaries, and related companies needs an audit this year: schedules set against the filing deadline, documentation of collection efforts, a review of agreements for ten years or longer. Forgiveness should not be mechanically accelerated ahead of 2027: forgiveness in favor of a related party may already today be a gratuitous benefit, that is a hidden profit, and an impairment allowance, a write-off as uncollectible, and forgiveness are three distinct events with distinct consequences, at the debtor’s level as well.

Cryptocurrencies: 25 percent

The sale of virtual currencies lies outside the catalogue of permitted activity, so a foundation taxes the income at the punitive 25 percent rate. The dispute concerned the overlap with the separate 19 percent tax on cryptocurrencies; the bill settles that 25 percent applies. The Ministry calls this a clarification, which means it will read earlier years the same way. For founders considering contributions of this asset class the signal is unambiguous; the rules of cryptocurrency taxation outside a foundation are discussed separately.

The founder’s family: nephews and nieces without PIT

From 2027 the PIT exemption for benefits from a foundation will also cover the descendants of the founder’s siblings and the descendants of the founder’s stepchildren. Nephews and nieces, taxed today at 10 percent, will pay nothing. The exemption continues to be computed in the proportion attributable to the given founder, which matters for foundations established by several persons. The greatest beneficiaries are foundations of siblings who inherited a divided estate from their parents: until now the child of one brother was extended family in relation to the other and paid tax on his share, so each brother weighed a separate foundation. After the change the child of one brother is at the same time the nephew of the other and enjoys the exemption in full. The exemption covers benefits received from January 1, 2027, in existing foundations as well.

From when, and whom, the changes affect

The PIT changes apply to income from January 1, 2027. The CIT changes apply from the foundation’s tax year beginning after December 31, 2026, for most foundations from January 1, 2027, with two special rules: the two-year test only for assets contributed from that year, and the 19 percent rate and the new hidden profits for benefits provided from that year. A foundation with a non-calendar tax year applies the old provisions until the end of its year begun before 2027.

That last rule has a consequence that, I suspect, nobody planned. The CIT Act allows a taxpayer that commenced activity in the second half of a year and adopted the calendar year to close its first tax year only at the end of the following year. A family foundation is born at the notary’s and is a taxpayer from that day. A foundation established in the second half of 2026 may therefore, on the wording of the bill, close its first tax year on December 31, 2027, distribute benefits at 15 percent throughout 2027, and hold assets contributed in 2027 permanently outside the test, since its new tax year will not begin until 2028. This is my reading of the text, not settled ground; it works only where the first tax year began in the second half of 2026 and the governing documents adopted the calendar year. Whoever wishes to build on it should, after the statute is promulgated, apply for an individual tax ruling, remembering that a ruling gives no protection against the general anti-avoidance rule. The Sejm should add a single sentence before notarial practice adds it for them by December.

Assessment: the right direction, execution in need of repair

The abuses the government invokes are no fiscal phantasm; I described them in the analysis of the presidential veto and they are visible in the review’s data. The holding test, the closure of transparent entities, the CFC rules, and the hidden-profits rules aim at those who turned the foundation into a transactional vehicle, and I have long regarded these measures as necessary. The higher rate, by contrast, will be paid by everyone, including the family running a textbook succession, and on profits earned under a different promise. The remedy is simple. Every foundation keeps full accounts, so its balance sheet at December 31, 2026 will show precisely the retained earnings generated under the 15 percent rate. A single provision would suffice: distributions out of that pool are taxed under the old rule, at 15 percent, and only distributions beyond it under the new one, at 19 percent, on the assumption that the oldest profits are distributed first. The pool is finite, so the cost to the budget is one-off and fades with time, while founders keep what they were promised when they contributed their assets.

Here the bill is inconsistent. The protection of acquired rights was applied to the two-year test: assets contributed before 2027 will never fall under it. There, however, the budget loses little, because the test is meant to deter quick sales, not to raise revenue. The protection was withheld at the rate, where it would cost something real, because retained earnings are precisely the largest pool available for taxation. In other words, protection was granted where it is cheap and withheld where it is expensive. If the Sejm does not repair this, the government will itself hand the President the argument that stood behind the first veto: a change of the rules for those who had already trusted the statute.

Two smaller repairs are also needed. The exception in the two-year test should cover every forced sale, not only one ordered by a public authority: a squeeze-out, a sale in restructuring, a sale to pay a forced share. And point 7 of the hidden-profits catalogue must distinguish a debt the foundation has forgiven a related party from a debt it will never recover because the debtor went bankrupt. As drafted, the provision treats both alike and taxes a loss as if it were a distribution.

Two things about the background are worth knowing. Forty entities took part in the consultation of the review, including a group of owners of the largest family businesses, from Maspex to Asseco, and the community opposed any narrowing of the exemption. The government chose a narrower variant than the review had sketched, because the review still maintains, for broad discussion, a three-stage model: a tax on contributed assets, current taxation of selected income streams, and the foundation as a PIT withholding agent, mandatory for new foundations and optional for existing ones. Print No. 3148 does not contain it. Deferral, the core of the preference, remains. But the debate is not closed, merely postponed.

What to do by December 31, 2026

First, contributions. Assets contributed by year-end will never fall under the two-year test. This is the moment to contribute what was meant to stay in the foundation for generations anyway, with time in reserve for notarial deeds and certified signatures, and with the general anti-avoidance rule in mind in every scenario where a contribution precedes a planned sale.

Second, distributions. Benefits paid by the end of the current tax year cost 15 percent. Where they were planned, and the governing documents and liquidity allow, bringing them forward by a few months saves four percentage points. Decide after the committee stage, no later than December.

Third, loans. An audit of all loans to the founder, beneficiaries, and related companies: schedules, arrears, ten-year agreements, documentation of collection. No mechanical forgiveness.

Fourth, real estate. An inventory in four groups: let directly for housing, through an operator, by the night, commercial. For dwellings a decision: rewrite the leases, move to a company, or return through the window; before a return, check the asset inventory for the founding fund and calculate VAT. For hotel-grade assets compare the 25 percent rate with moving the activity to a company.

Fifth, foreign structures. Classification of LLC and SCSp income stream by stream, a screening of foreign companies against the CFC conditions, a decision on dividend policy, and exit taxation factored into any plan to move assets.

Sixth, new foundations. The date of the notarial deed carries tax significance this year, and the choice and length of the first tax year is a decision to be taken deliberately, with a full account of interpretive risk.

Seventh, the parliamentary stage. This is the last moment at which the family-business community can advance three postulates: the 15 percent rate for profits generated through the end of 2026, a broader valve in the two-year test, and a distinction between genuine and simulated insolvency of the debtor.

Conclusion

The reform in Print No. 3148 does not abolish the family foundation or its principal advantage, the deferral of tax until distribution. It closes four roads by which the foundation was turned into a transactional tool: the quick sale of contributed assets, apartments by the night, transparent entities, and the umbrella over foreign companies, and adds to that a rate increase that everyone will pay. For a foundation running an ordinary succession the change comes down to three things: a higher price of exit, putting loans and real estate in order, and a handful of decisions to be taken this year. The family foundation will remain the finest instrument the Polish legal system offers for succession measured in generations. It will cease to be an instrument for anything else. That, one suspects, was the intention all along.

This analysis reflects the state of the law and of the legislative record as of October 3, 2026. The bill is before the Sejm and its final wording may change.

Robert Nogacki

Robert Nogacki is a Polish attorney at law (radca prawny), the founder and managing partner of Kancelaria Prawna Skarbiec (Skarbiec Law Firm), which has operated continuously since 2006.

The law is equal for everyone, but the parties rarely are: on one side stands an organization with time, money, and lawyers, on the other a person with one business, one nest egg, and one life.

Clients rarely come to him with a legal problem. They come with a problem that also has a legal side: an audit that began with a single invoice, money entrusted to someone who has disappeared, a company that has to be passed on before it is too late. Most such matters are decided long before the first letter is written, in decisions made without asking and in deadlines nobody remembered. So he begins by asking how the client got here, not what the client should have done.

He advises entrepreneurs and families from more than a dozen countries, including those whose accounts the tax office has just seized and who do not know what to do tomorrow morning. He defends them in tax audits, customs and fiscal inspections, disputes with the tax authorities, and criminal tax proceedings. He represents victims of investment fraud and Ponzi schemes. He helps families set up family foundations and plan succession, so that a life’s work outlasts a single generation.

Not every case can be won. Every case can be run so that the client knows where they stand. Since 2006 he has represented the victims in the WGI case (Warszawska Grupa Inwestycyjna, the Warsaw Investment Group), one of the longest criminal cases in the history of the Polish financial market, because some things must not be left half finished, even when they take two decades. In the case of the collapsed cryptocurrency exchange Zonda (Zondacrypto, operated by BB Trade Estonia OÜ), he represents several hundred victims in the criminal investigation conducted by Poland’s National Prosecutor’s Office and in the Estonian bankruptcy proceedings.

Kancelaria Prawna Skarbiec is listed in the rankings of Poland’s largest tax advisory firms published by Dziennik Gazeta Prawna and Rzeczpospolita, and it is a four-time recipient (2015 to 2018) of the European Medal awarded by the Business Centre Club and the European Economic and Social Committee. Robert Nogacki publishes regularly, in the press and on the firm’s website, for people who have a problem rather than a law degree, because a legal opinion the client cannot understand protects only the lawyer.

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