The Act on Foundations is quite laconic on the details of how to establish a foundation in Poland. The article contains general information on formalities, further steps and the way to establish a foundation.
Who establishes a foundation?
The person necessary to establish a foundation is its founder. He can be either an individual or a legal entity (i.e., for example, a company). There may also be several founders. It does not matter whether the founder resides (in the case of natural persons) or have their office (in the case of legal entities) in Poland or abroad. What is important, however, is that the foundation’s registered office needs to be located in Poland.
The first step is the founder’s declaration on establishing the foundation, made before a notary (foundation act). The founder does not have to personally present before the notary – it is possible to appoint a proxy (e.g. a attorney at law or an advocate) for this purpose.
The articles of incorporation should contain information on the purpose of the foundation and the assets intended for its implementation, It is important that the objectives of the foundation are consistent with the interests of the Republic of Poland and socially or economically useful (e.g., health care, education, environmental protection).
The foundation’s statute
Next, the founder should draft the foundation’s statute. This is a set of the most important provisions for the new organization, including provisions for its authorities, bodies, assets. The statute also specifies whether the foundation will conduct business activities.
Preparation of the statute does not require a visit to a notary. In this case, it is also possible to authorize another person to create it.
Bodies of the foundation
The only mandatory body of a foundation is its board of directors (importantly – the founder is not, as a rule, an organ of the foundation). Similarly to companies, it runs the day-to-day operations of the organization. Provisions on the board can be created quite flexibly, for example: the board can consist of any number of members, the procedure for appointing members can also be shaped quite freely. It often happens that the statute already contains a provision on who is part of the first board.
It is up to the decision of the founder whether the foundation will have additional bodies. What’s more, the founder may specify that it is he who will act as such a body. Most often, however, a collegial body with decision-making and control powers is appointed, called, for example, the Foundation Council. Using an analogy with companies – this is a body combining the role of the shareholders’ meeting and the supervisory board.
Business activities of the foundation
An important issue, which should also be included in the founding documents, is whether the foundation will conduct business activities. If so, be sure to separate the business activity from the statutory one. This will also affect the need for an accounting separation of the fund for business activities.
Registration of the foundation in the National Court Register
After the declaration of the establishment of the foundation, the adoption of its charter and the appointment of the board of directors, the stage of registration of the foundation in the KRS registry follows (registration of the foundation in the RS is mandatory).
Currently, the application for registration is only possible through the electronic PRS system. Although this stage seems quite simple, applicants are repeatedly called upon to supplement the application with various attachments – so in this regard, experience in registering foundations in the PRS system is quite important.
Experience shows that most clients associate public interest activities with the status of a public interest organization (PIO). However, this is a radical simplification, as the two institutions do not necessarily have to coexist.
