A family foundation is an organization established to pursue statutory objectives by transferring a defined sum of money or assets to the closest family members of the founder. In Poland, the legal framework for family foundations was introduced by the Act of January 26, 2023 on Family Foundations (Ustawa o fundacji rodzinnej).

Management Board

The organizational structure of a family foundation consists of two bodies: the management board and the supervisory board. The management board is the executive body responsible for the foundation’s day-to-day operations and for implementing its statutory objectives. It must consist of at least one member, with the maximum number defined in the foundation’s articles. Board members should be appointed from individuals with the necessary knowledge and experience to manage the foundation. They must demonstrate integrity, independence, and loyalty to the foundation.

Key responsibilities of the management board include:

  • Making decisions related to the foundation’s daily operations and the implementation of its statutory goals
  • Preparing action plans and financial strategies
  • Representing the foundation externally
  • Performing other duties as defined by law and the foundation’s articles

Board members are authorized to represent the foundation and make decisions regarding the use of its funds. These decisions must align with the foundation’s statutory objectives and the provisions of the Family Foundation Act. Board members bear responsibility for the foundation’s activities.

Supervisory Board

The second governing body is the supervisory board. It serves as the oversight authority, responsible for monitoring the management board’s activities and making strategic decisions regarding the foundation’s direction. The supervisory board must consist of at least three members, with the maximum number defined in the foundation’s articles. Members should possess the expertise necessary to make strategic decisions.

Key responsibilities of the supervisory board include:

  • Monitoring the management board’s activities
  • Defining the foundation’s strategic direction
  • Amending or supplementing the foundation’s articles
  • Appointing and dismissing management board members
  • Overseeing the use of financial resources and ensuring alignment with the foundation’s objectives

Supervisory board members have the right to access the foundation’s documentation and propose changes to its strategic direction. Decisions are made by majority vote; in the event of a tie, the chairperson’s vote prevails.

Beneficiaries

Beneficiaries of a family foundation are the founder’s closest family members. The foundation’s articles must clearly define who qualifies as a beneficiary, what rights they hold, and what financial benefits they are entitled to.

Beneficiaries have the right to:

  • Receive financial benefits from the foundation
  • Use the foundation’s assets (e.g., real estate)
  • Participate in the foundation’s life (e.g., beneficiary meetings)

Beneficiaries do not have the right to make decisions regarding the foundation’s day-to-day operations or to manage its assets.

Summary

The functioning of a family foundation is based on the work of two bodies: the management board and the supervisory board. The management board handles daily operations, while the supervisory board oversees its activities and defines strategic directions. Beneficiaries—typically the founder’s closest family members—are entitled to financial benefits and use of the foundation’s assets. All board members must act independently and loyally, in accordance with the foundation’s statutory objectives.

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