Non-Profit Organizations
Foundations, associations, and public-benefit organizations — from statute and registration to ongoing counsel and international matters.
The Polish non-profit sector combines significant freedom regarding purposes and forms of activity with demanding registration and reporting formalities. A foundation or association is a good vehicle for social, cultural, educational, or scientific projects — but a poorly designed statute can effectively block the organization’s development in its first years. The firm’s practice covers the full cycle — from designing the structure to liquidation.
Forming foundations and associations
The most common situation is a person or group with a specific idea — supporting a particular community, protecting cultural heritage, running an educational program. The first task is not drafting the statute but discussing how the organization will actually operate, who will make key decisions, where funds will come from, and what would happen to the assets if activity ceased.
The statute should be precise enough to protect the bodies from internal disputes and flexible enough to allow the activity to evolve without registration changes. In practice, registry courts increasingly examine: the statutory purposes, the rules on appointment and removal of bodies, representation, and oversight mechanisms.
Ongoing counsel
Standing counsel covers resolutions of the bodies, KRS filings of changes, drafting and review of contracts (with donors, beneficiaries, contractors, employees, volunteers, project partners), tax issues (CIT, VAT for paid activity), data protection (GDPR), annual reporting, and representation in oversight proceedings.
A recurring topic is the boundary between statutory activity, paid public-benefit activity, and economic activity — differing in formal obligations, costs, and limitations. Crossing it requires preparation.
OPP status, grants, international funding
The application for public-benefit organization status requires meeting several conditions (stable statutory activity, supervisory board, reporting) and brings additional obligations, but opens access to the 1.5% mechanism and certain tax exemptions.
Polish organizations increasingly use European, Norwegian, and U.S. grants. Advice covers analysis of grant agreements, accounting structure, compliance with funder requirements, and management of the risk of return of funds for non-performance.
Disputes and wind-down
The practice also covers internal disputes (election challenges, contestation of resolutions, removal of officers) and processes of ceasing activity — liquidation, merger with another organization, or distribution of assets in accordance with the statute.
- 01 You are planning to set up a foundation or association and need help with the statute and registration.
- 02 You wish to obtain public-benefit organization (OPP) status.
- 03 Your organization is starting economic activity or paid public-benefit activity.
- 04 You are receiving donations or inheritances — including from abroad — and need to assess formalities.
- 05 Your organization runs international projects and needs coordination with foreign partners.
- 06 You are planning the wind-down of a foundation or association (liquidation, asset distribution).
- 01
Purpose and form
Defining the activity, scope, sources of funding, and founding circle. Choice of form (foundation vs. association, simple vs. registered) and target governance structure.
- 02
Statute and registration
Drafting the statute (taking into account the registry court's requirements and the activity), the foundation deed, founding resolutions. Registration with KRS, REGON, NIP, ZUS as needed.
- 03
Ongoing counsel
Advice on governing bodies, reporting (CIT, OPP activity report, financial statements), contracts with donors, employees, volunteers, project partners.
- 04
OPP status, economic activity, wind-down
OPP application. Setting up paid public-benefit or economic activity. Mergers, transformations, liquidations.
Many Polish foundations and associations run projects with foreign partners or receive donations from other States. Advice covers formalities for cross-border donations, GDPR compliance in international cooperation, and project structuring under grants. Support in succession matters from abroad where the organization is heir or legatee.
Foundation or association — which to choose?
A foundation operates on the basis of assets contributed by the founder for a socially useful purpose — it has no members, it is a "purpose-bound estate". An association is a grouping of persons around a common goal — it requires at least seven founders (a simple association — three). The choice depends on funding source, governance model, and the nature of activity.
Can a foundation conduct economic activity?
Yes, if the statute provides for it, and provided the activity is ancillary to statutory activity. Income from economic activity must serve statutory purposes. Some foundations choose paid public-benefit activity instead, with separate requirements but a simpler form.
What does OPP status change?
Public-benefit organization status enables receipt of 1.5% of personal income tax, certain tax exemptions, and easier access to public grants. It carries reporting obligations and governance requirements (supervisory board, annual reports).
How does a foundation accept an inheritance?
A foundation can be heir or legatee. For inheritance from abroad, the EU Succession Regulation or bilateral treaties apply. Whether the organization accepts the inheritance outright or with limitation of liability is critical — liability for estate debts is a key concern for the foundation board.
What reporting obligations does a foundation have?
Annual activity report to the minister competent for the foundation's purpose, financial statements, CIT return (with applicable exemptions), and for OPPs — substantive and financial reports published on the website and in the public-benefit organizations database.
Corporate and Commercial Law
Day-to-day advisory, M&A, due diligence, GDPR, and board-member liability.
Family and Inheritance Law
Cross-border custody, divorce, property division, and the ascertainment of inheritance acquisition.
Dispute Resolution and Civil Law
Negotiation and litigation in civil and family matters.