The Fortress and the Siege
On the quiet art of protecting what you’ve built—before someone comes to take it away
The Polish Constitution, like its American counterpart, enshrines a principle that sounds reassuringly absolute: property may be forfeited only by final court judgment. Yet in Warsaw’s commercial districts, entrepreneurs have learned to parse the distance between constitutional promise and prosecutorial practice. The state, it turns out, has developed an extensive toolkit for freezing assets, blocking accounts, and seizing funds—all before any court has weighed evidence or rendered a verdict.
This is not, strictly speaking, confiscation. It is “security.” The distinction matters enormously in legal briefs and not at all to the business owner who discovers, one ordinary Tuesday morning, that his company’s operating accounts have been rendered inaccessible.
Understanding the relationship between asset seizure and asset protection is rather like understanding the relationship between siege warfare and fortress architecture. One is the attack; the other, the defense. And as any student of military history knows, the fortress must be built before the army appears on the horizon.
The state’s arsenal includes criminal asset freezes under Article 291 of the Code of Criminal Procedure, tax liability security under Article 33 of the Tax Ordinance, and account blocks under anti-money-laundering statutes. Each serves a different purpose. Each requires different prerequisites. And each produces the same practical result: an entrepreneur separated from his capital.
Asset protection, by contrast, encompasses the legal structures an entrepreneur builds to shield wealth from business risks and creditor claims—within the bounds the law allows. The key phrase, of course, is “within the bounds.” Cross that line, and protection becomes concealment, which is a crime.
The Problem of Timing
When a creditor knocks at the door, attempting to protect assets through hasty, obvious methods is already too late. If enforcement proceedings have begun—if the bailiff is already inventorying furniture—the delay is so significant that little can be done.
Consider the actio Pauliana, a legal remedy whose Latin name belies its thoroughly modern application. If a debtor’s actions are designed to frustrate a creditor’s legitimate claims, both the debtor and anyone who benefited from the suspicious transfer can be sued. A successful Paulian action allows the creditor to satisfy his claim directly from the transferred asset—even though it now formally belongs to someone else.
The burden of proof, normally resting with the plaintiff, shifts dramatically in certain circumstances. If the transfer was gratuitous—a gift—or if the recipient was a family member or regular business partner, the law presumes fraudulent intent. The debtor and recipient must then prove that no creditor was harmed. They rarely can.
Helmuth von Moltke the Younger, chief of the German Imperial General Staff, observed that errors made during strategic deployment cannot be corrected in the course of the campaign. In asset protection, this principle operates with full force:
- Too late: Enforcement already underway, or a court has issued an asset-freeze order
- Risky: Lawsuits or tax audits in progress
- Optimal: No threat visible on the horizon
The best fortification is one built in peacetime, when no one is yet knocking at the gates.
The Gift Trap
The worst possible approach to asset protection is also the most instinctive: give everything to your spouse, your children, your parents. The law has anticipated this impulse and erected formidable barriers against it.
Gifts are harder to defend against Paulian claims than any other type of transfer. The presumption of fraudulent intent applies automatically. The donor and recipient must prove they acted innocently—a negative that is notoriously difficult to establish.
A gift is appropriate only when the donor, by diminishing his estate, does not render himself insolvent, and when he genuinely wishes to transfer property without consideration. Sham donations will backfire faster than one might expect.
Sufficiently determined creditors may also pursue criminal charges. Disposing of assets, paying some creditors while leaving others unsatisfied, creating shell companies to shift property beyond a creditor’s reach—these actions, in certain circumstances, constitute crimes under Polish law. The relevant statutes cover debtor flight from creditors (Article 300), creditor preference (Article 302), fraudulent bankruptcy (Article 301), and money laundering (Article 299).
The line between legitimate planning and criminal evasion is not always obvious in advance. It becomes painfully clear in retrospect.
The Paradox of Ownership
The only fully effective way to protect personal assets is not to own them—while retaining control. This sounds paradoxical, but Polish law offers legitimate instruments to achieve precisely this result.
The Corporate Shield
Establishing a limited liability company or joint-stock company separates personal wealth from business assets. The entrepreneur’s liability, in principle, stops at the company’s door. But several caveats apply.
The tax dimension: Contributing non-cash assets other than an enterprise or its organized part generates taxable income. Cash contributions, or contributions of an entire business, do not.
The ownership dimension: Shares belong to the entrepreneur and can themselves be seized. Their attractiveness to creditors depends on careful drafting of the company’s articles of association—work that requires experienced counsel.
The Family Foundation
Since 2023, Polish entrepreneurs have access to a new vehicle: the family foundation, designed specifically for asset protection and succession planning. The founder divests himself of property without receiving shares in return, yet retains influence over management through the foundation’s charter.
Unlike traditional foundations, family foundations need not pursue publicly beneficial purposes. They may serve exclusively the interests of the founder and designated beneficiaries—and they enjoy favorable tax treatment.
The Murdoch family’s multi-decade struggle over their Nevada Asset Protection Trust offers a cautionary tale: even the most sophisticated legal architecture cannot substitute for family harmony. The best documents in the world cannot prevent litigation when siblings stop speaking.
The International Dimension
The second tier of protection involves structures beyond Polish borders. The instruments are similar—companies and foundations—but their character differs meaningfully.
Holding Companies
Depending on the assets to be protected, entrepreneurs deploy holding companies from various jurisdictions. These may serve as direct asset owners or as intermediate layers in ownership chains.
Private Foundations
Certain jurisdictions offer private foundations—entities created specifically to hold and manage personal wealth. Unlike Polish foundations, they need pursue no charitable purpose whatever. They exist solely to serve the founder’s interests. Assets transferred to such foundations can, without great difficulty, be returned to the founder or distributed to designated persons.
Geographic Diversification
Spreading assets across jurisdictions constitutes an element of protective strategy:
- Swiss bank accounts – traditional discretion, robust legal framework
- Liechtenstein accounts – private banking expertise
- Private banking in Switzerland, Liechtenstein, Dubai, Monaco – tailored wealth management
The Architecture of Defense
Sébastien de Vauban, Louis XIV’s military engineer, did not build single walls. He created fortification systems: moats, bastions, outworks, each conquered obstacle revealing another. Effective asset protection operates similarly.
| Layer | Function | Instruments |
|---|---|---|
| First | Separate business risk | Limited liability companies, corporate restructuring |
| Second | Protect family assets | Family foundations, investment policies |
| Third | Geographic diversification | International structures, foreign accounts |
| Fourth | Procedural defense | Legal remedies, court representation |
No single layer is impenetrable. Together, they create a system that dramatically raises the cost and difficulty of attack. And in the logic of conflict—as Liddell Hart taught—you win not by destroying your opponent, but by making continued combat unprofitable.
The Ethics of Defense
There exists a fundamental difference between protecting assets and hiding them from legitimate claims. The first is legal and ethically defensible. The second leads to criminal liability and reputational destruction.
Niccolò Machiavelli warned that a prince who relies solely on fortune falls when fortune changes. An entrepreneur who relies on the hope that problems will pass him by is playing roulette with fate. Asset protection means converting gambling into planning.
Conclusion
Sun Tzu wrote that the supreme art of war is to subdue the enemy without fighting. In asset protection, this principle carries particular force. The best enforcement proceeding is one that cannot begin because there is nothing to seize. The best asset freeze is one that, even if applied, does not deprive the entrepreneur of everything.
Building such architecture requires acting before threats materialize, understanding the legal boundaries, and accepting that improvisation in this domain ends badly. The structures must exist before the siege begins. Once the army surrounds the walls, it is too late to dig the moat.
Related topics:
- Board member liability for company obligations
- Tax disputes and litigation
- Criminal tax and commercial matters
- Strategic legal advisory
Founder and Managing Partner of Skarbiec Law Firm, recognized by Dziennik Gazeta Prawna as one of the best tax advisory firms in Poland (2023, 2024). Legal advisor with 19 years of experience, serving Forbes-listed entrepreneurs and innovative start-ups. One of the most frequently quoted experts on commercial and tax law in the Polish media, regularly publishing in Rzeczpospolita, Gazeta Wyborcza, and Dziennik Gazeta Prawna. Author of the publication “AI Decoding Satoshi Nakamoto. Artificial Intelligence on the Trail of Bitcoin’s Creator” and co-author of the award-winning book “Bezpieczeństwo współczesnej firmy” (Security of a Modern Company). LinkedIn profile: 18 500 followers, 4 million views per year. Awards: 4-time winner of the European Medal, Golden Statuette of the Polish Business Leader, title of “International Tax Planning Law Firm of the Year in Poland.” He specializes in strategic legal consulting, tax planning, and crisis management for business.
