I received my first report from ZondaCrypto clients about 3-4 years ago. They concerned situations similar to the current ones: refusal to pay out funds accumulated on the exchange to Zonda clients under the pretext of “the necessity to conduct AML verification.” Zonda withheld the payout of funds, demanding the submission of documents intended to “document the origin of funds.” The documents were never satisfactory. This could go on for months. Similar to what Szymon Jadczak described.

In all cases, after sending a resignation from using the exchange’s services and sending a stern lawyer’s letter demanding the payout of funds, pointing out that their practices are unlawful and that this would be reported to GIIF, the crypto assets and FIAT funds were eventually paid out.

The refusal to execute a transaction by an obligated institution under the pretext of “AML verification to check whether the accumulated funds are legal” has no legal basis. 

First of all, such “AML verification” should be carried out earlier (e.g., when the client opens an account, when the first funds arrive at the exchange), and not when the client wants to withdraw funds.

Secondly, an exchange or bank, if it has doubts about the legality of funds or a transaction, has no right to block them on its own and deliberate over receipts for weeks. Instead, it is obligated to immediately send a report to GIIF, and it is this authority, or rather the prosecutor informed by GIIF, who decides whether a given transaction (or funds in a given account) should be blocked. It is always and exclusively the prosecutor’s decision.

Looking at the matter from a different perspective, anyone who knows the inner workings of cryptocurrency exchanges knows that, in greatly simplified terms, their business consists of executing exchange transactions: crypto-to-crypto or crypto-to-fiat in the format exchange–exchange user or user–user. Exchange users open an account for this purpose and have their individual account/wallet. In theory, a user makes an exchange on the platform and withdraws their funds to their private account or cold wallet.

In theory…

In practice, clients leave these funds on the exchanges: because it is more convenient, because they are about to open new positions, because they are busy… These can amount to enormous sums “lying idle” in exchange users’ accounts, which the people managing the exchange can see in their operating systems and to which they have access…

This may, moreover, constitute a separate legal problem, because “intermediation in cryptocurrency exchange” and “accepting deposits” or the service of “storing crypto assets” are distinct activities with different regulatory statuses and requiring separate authorization/licensing.

So, what do you think – do exchanges use these “idle” client funds or not? I don’t know. I don’t know how it is or was at ZondaCrypto, but intuition and knowledge of human nature tell me that it is very likely.

Ultimately, however, this is not a problem of ZondaCrypto, the crypto asset industry, or financial services. It is the problem of a helpless state and its opportunistic officials and legislators, who have known since the collapse of Bitmarket (2019, losses of PLN 100 million) that this market needs to be regulated, but who chose, of course, their favorite strategy: let’s bury our heads in the sand and wait it out. Why touch difficult topics.

In the end, ordinary citizens will pay the bill anyway, and we will blame our political opponents.

Paweł Osiński

Attorney-at-law, expert in crypto assets, money laundering, and cybercrime

The problem of pre-trial detention in Poland does not stem from the shape of the law, but from the approach of the people who apply it. The amendment to the Code of Criminal Procedure concerning, among other things, the rules for applying pre-trial detention, which was recently vetoed by the President – with that utterly unsurprising populist justification: “we want to continue having the ability to violate your rights in order to protect you, dear citizens” – was a step in the right direction, but not a necessary one to solve this problem.

It is people who interpret and apply the law. The current provisions of the Code of Criminal Procedure regarding preventive measures (including detention) need to be changed, but this is not essential for the practice of their application to change. The truth is that prosecutors (who file such motions) and judges (who approve them) are responsible for the abuse of pre-trial detention in Poland – who, feeling their own impunity (formal immunity!), know that they can do whatever they want in detention cases. They will not bear any responsibility for it anyway.

Therefore, as long as judges and prosecutors do not start bearing responsibility like ordinary citizens (ok, while retaining certain material immunity), even the best provisions on pre-trial detention will continue to be opportunistically interpreted and applied. And nothing will change.

On what basis do I make such conclusions? Based on my own experience in criminal cases and the application of pre-trial detention, as well as the Helsinki Foundation Report from 2023.

What prosecutors and judges often write in detention motions and orders is some perversion of the justice system, at the hands of people who decide about our life and freedom. All because the reality of the Polish justice system is such that whatever a judge or prosecutor writes in a case concerning preventive measures, they will not bear any responsibility for it.

It is standard that in motions for pre-trial detention and court orders approving these motions, one can find platitudes, generalities, some terrible bureaucratic newspeak that sometimes cannot be understood, let alone subjected to any logical assessment from the standpoint of legal argumentation. I collectively call the work of prosecutors and judges “copy-paste documents.” Why is this so? Because they know that it does not matter what they write, since nobody will hold them accountable.

Let me give some examples from practice:

• Pre-trial detention for a girl in her 6th month of pregnancy, in a cryptocurrency case (all data indelible in banks and on the blockchain), where the court and prosecutor unanimously concluded that the suspect could “alter or delete data on the blockchain” (!), so detention was necessary.

• A motion for pre-trial detention justified by the threat of evidence tampering, “because the suspect has a phone and social media” and since so, they could tamper with evidence through social media.

• Pre-trial detention justified by flight risk, “because the suspect has a passport and already knows that proceedings are being conducted against them, therefore it should be presumed they will flee.”

• Rampant “presuming” and “inability to exclude” special grounds for applying preventive measures (including detention) when these grounds must be real, justified, and derived from evidentiary material. But again, what difference does it make. Nobody will hold anyone accountable for it anyway.

• Extension of detention by a judge, a well-known defender of the Constitution and human rights (but only when it concerns judges’ rights…), who shortened the prosecutor’s and my statements to one sentence, closed the hearing, and sent the detainee to prison for another 3 months.

• A prosecutor who refused a visit for a detainee with his newborn child (in the presence of an officer – such a possibility exists), citing the “threat of evidence tampering” and violation of the newborn’s human rights.

I could go on for a long time. The truth is that people must change above all, not the law. It is people who apply the law, not the other way around.

It is enough to abolish formal immunities of judges and prosecutors and start with transparency of detention proceedings (as the Helsinki Foundation writes about in their 2023 Report). It would immediately turn out that, on the basis of current legislation, it is possible to simultaneously: apply detention and preventive measures “humanely” and decisively and effectively combat crime. There is no contradiction here, and these two goals can and must be pursued in parallel.

Paweł Osiński

Attorney, practicing in criminal cases involving economic crime, money laundering, and new technologies (crypto assets)

Contact us:

E-mail: pawel@osinski-legal.com

Tel. +48 698 765 048

The SAFE program – Security Action for Europe – is a new EU financing instrument adopted by the Council of the European Union on May 27, 2025. It forms the first pillar of the European Commission’s ReArm Europe/Readiness 2030 plan, which aims to mobilize over 800 billion euros in defense spending across the EU.

SAFE enables member states to take out low-interest loans with long maturities of up to 150 billion euros. These funds are to be used exclusively for urgent and large-scale investments in the European defense industry.

The instrument is a response to Russian aggression against Ukraine, which revealed serious gaps in Europe’s defense capabilities – from insufficient ammunition reserves and fragmented procurement strategies to inadequate industrial production capacities.

A central principle of SAFE is the requirement for joint procurement projects: each project must involve at least two participating states. In addition to EU member states, Ukraine and EEA-EFTA countries can also participate in the program.

Poland – the Largest Beneficiary of the SAFE Program

Poland has submitted an application to the European Commission comprising 139 defense projects worth a total of 43.7 billion euros – making it by far the largest beneficiary of the SAFE program, claiming nearly one-third of the entire fund.

On February 17, 2026, the EU Council finally approved the Polish investment plan, paving the way for the release of funds.

The Polish government states that 80 to 89 percent of SAFE funds – approximately 150 to 160 billion zlotys – are to be spent in the domestic defense industry. The goal is to significantly increase the share of Polish companies in military contracts and to create new production lines, jobs, and innovative projects by 2030.

Which Projects Does Poland Plan to Finance Under SAFE?

The complete project list is confidential for security reasons. However, some projects are already publicly known:

• Borsuk Infantry Fighting Vehicle – a modern amphibious tracked vehicle with advanced targeting systems.
• Krab Self-Propelled Howitzer – one of the flagship products of the Polish defense industry, manufactured by Huta Stalowa Wola.
• Piorun Anti-Aircraft Missiles – portable anti-aircraft missile systems that have proven highly effective against drones and helicopters.
• 155mm Artillery Ammunition – produced by, among others, Polska Amunicja; essential for self-propelled artillery. The demand created by the war in Ukraine is enormous.
• FlyEye and FT5-Łoś Reconnaissance Drones – unmanned systems by WB Group for reconnaissance and real-time surveillance.
• SAN Integrated Counter-Drone System – a response to the growing threat from unmanned aerial vehicles.
• Airbus Tanker Aircraft – aerial refueling aircraft from the European consortium. An example of a project carried out with a foreign partner under SAFE’s joint procurement requirement.

In addition to military equipment, SAFE funds are also to be used for infrastructure and cybersecurity.

Why is SAFE an Opportunity for German Companies?

The Polish defense industry – mainly concentrated in the Polish Armaments Group (PGZ) – is a dynamically growing but still limited structure. Although the share of domestic companies in military contracts has risen from 20 to nearly 40 percent over the past two years, the investment volume of 43.7 billion euros planned under SAFE by 2030 far exceeds the current production and technological capacities of the Polish defense sector.

The realization of 139 projects in such a short time is impossible without foreign partners – partners who have ready-made technologies, production lines, and know-how in advanced military equipment. This is precisely where opportunities arise for companies from Germany.

Germany – the Natural Technology Partner

Germany has one of the most advanced defense and technology industries in Europe. Companies such as Rheinmetall, KNDS (co-producer of the Leopard tank), Hensoldt, Diehl Defence, ESG Elektroniksystem, as well as numerous innovative companies in the fields of new technologies, artificial intelligence, and cybersecurity, have exactly what the Polish army needs – and what the Polish defense industry cannot yet produce independently.

Rheinmetall, already active in Poland (including through a joint venture with PGZ called Rheinmetall BAE Systems Land), is a good example of a cooperation model that can be adopted by other companies. Production facilities in Poland, ammunition supplies, or protection systems for combat platforms – these are areas where German manufacturers should seek and find their place in implementing SAFE projects.

Summary

SAFE funds are to be spent by 2030. First tranches will reach Poland as early as spring 2026. This means that decisions on partnerships, cooperation structures, and contract negotiations must be made now – before the Agencja Uzbrojenia (Procurement Agency) and the General Staff of the Polish Armed Forces officially announce tenders.

Companies that are first to build relationships with Polish defense companies, government agencies, and the Polish Armaments Group (PGZ) will secure a decisive competitive advantage in bidding for SAFE contracts.

The SAFE program is an unprecedented mobilization of financial resources for European defense. Poland – as the largest beneficiary with a budget of 43.7 billion euros – is becoming the central defense hub on NATO’s eastern flank.

For German companies in the technology and defense sector, this is a historic opportunity: the gap between the ambitions of the Polish army and the limited capacities of the domestic defense industry can be closed precisely through cooperation with partners from across the Oder – through joint ventures, technology transfers, joint consortia, and production investments in Poland.

Paweł Osiński

Attorney, expert in corporate law and support of foreign investments

If you have questions about establishing and managing companies in Poland, we are happy to assist. We speak German:

E-mail: pawel@osinski-legal.com

Tel. +48 698 765 048

The Jeffrey Epstein files have electrified media worldwide. Surprise? But about what? That depraved elites, feeling impunity thanks to connections and enormous wealth, between spouting platitudes about caring for humanity’s well-being, flew on private jets to the island of a fellow multimillionaire already convicted of pedophilia? Not for me.

Interestingly, this scandal plays out in the puritanical and devout United States, and its essence is not the use of sexual services for money, but the conscious exploitation of those weaker than oneself with a sense of impunity and acceptance in one’s “society” (multimillionaires, aristocracy, celebrities, politicians). Where exploiting those weaker than oneself is apparently the norm. This is always the case in legal systems that, due to the prevailing moral order, avoid confronting socially difficult topics, pushing them into the taboo zone. And such a difficult issue is people’s sexual freedom. Then hypocrisy, double moral standards, and evasion rule. This creates ideal conditions for the privileged to exploit the weaker with impunity, with very slow reaction from the justice system.

But let us return to domestic matters. Polish names were also found in these files, and the head of government announced the establishment of a team in the Prosecutor’s Office to examine whether any of these persons should bear responsibility for their actions under Polish criminal law. Even if these acts took place abroad.

This raises a fundamental question: can a Polish citizen be held criminally liable for prohibited acts defined in Art. 204 of the Criminal Code (so-called prostitution exploitation offenses) committed abroad? And if so, on what terms?

The answer is yes, criminal liability for such prohibited acts committed abroad is possible, but the legal basis and specific circumstances are not so simple and clear. To provide an understandable answer, we must first explain certain basic principles of criminal law regarding the territorial scope of criminal provisions. Especially in cross-border cases.

The principle of territoriality of criminal law

One of the foundations of Polish criminal law and the criminal law systems of other sovereign states is the principle of territoriality. It is defined in Article 5 of the Criminal Code and reads: “Polish criminal law shall apply to the perpetrator who committed a prohibited act on the territory of the Republic of Poland (…).” It is a logical consequence of one of the basic principles of international law, i.e., the principle of respect for state sovereignty. Criminal law is a manifestation of social order in a given area. Its violation involves encroaching on the most important human right: freedom. It is therefore understandable that law created and applicable on the territory of a given state should apply only to members of that state and to persons present on its territory.

There are several exceptions to this fundamental principle. I will describe only two of them here, the most important ones. It should be noted that each of these exceptions, especially the second one, should be interpreted narrowly and precisely. The point is that criminal law provisions also have a guarantee function. Their violation may trigger interference by the justice system with such fundamental rights as freedom or property, so they should be clear and understandable to the addressees of these provisions. In other words, a person who, after familiarizing themselves with a given provision, directs their behavior so as not to violate its content, cannot then be surprised by some different interpretation. The guarantee function means that a criminal law norm not only specifies what is prohibited, but protects against arbitrary, unjustified state interference with fundamental human rights. The interpretation of criminal law should therefore always be as narrow and precise as possible.

The principle of double criminality – Exception #1

One of the basic exceptions to the principle of territoriality of criminal law is the principle of double criminality, defined in Art. 109 and Art. 111 of the Criminal Code. In simplified terms, it reads as follows:

Polish criminal law shall apply to a Polish citizen who committed a crime abroad. However, the condition for liability for an act committed abroad is that such act is also recognized as a crime by the law in force at the place of its commission.

The ratio legis (justification) of the principle of double criminality is based on the fact that a Polish citizen is obliged to comply with the domestic legal order even when abroad. However, the principle of double criminality has an important limitation: the condition for liability for an act committed abroad is that it is also recognized as a crime at the place of commission. This is also a kind of guarantee mechanism. A Polish citizen abroad should primarily – in connection with the principle of territoriality of criminal law, also applicable in the state where they are staying – orient themselves to the legal order of that country. Therefore, in case of differences between individual systems regarding criminal law norms, priority is given to foreign law. The country on whose territory the Polish citizen is staying.

In this specific case, to apply the principle of double criminality, it will be necessary to establish on the territory of which state the prohibited acts were committed by Polish citizens named in the Epstein files and to determine the criminal law norms in force on the territory of that state.

The principle of universal repression, i.e., Art. 113 of the Criminal Code – Exception #2

The second exception to the principle of territoriality of criminal law is the principle of universal repression defined in Art. 113 of the Criminal Code. This provision reads as follows:

Art. 113. [Prosecution of a crime under international agreements]

Regardless of the provisions in force at the place of commission of the crime, Polish criminal law shall apply to a Polish citizen and a foreigner who has not been ordered to be extradited, in the event of committing abroad a crime which the Republic of Poland is obliged to prosecute under an international agreement, or a crime defined in the Rome Statute of the International Criminal Court, drawn up in Rome on July 17, 1998.

The content of this article of the Criminal Code implements the principle of international law stating that the entire international community should be interested in combating the most dangerous and serious crimes. In particular, those that harm its common interests, and the effective prosecution of their perpetrators requires solidarity cooperation between states.

On this foundation, the international community, through the conclusion of various international agreements (conventions, agreements, treaties), defined certain acts and events as crimes of international significance and introduced there authorizations to exercise universal criminal jurisdiction, designed to ensure that perpetrators of such crimes do not escape responsibility. Regardless of differences in the legal systems of individual countries.

The above legal solutions in the international field are the result of the consolidation of the view that the punishment of the most serious crimes against humanity (so-called delicta iuris gentium), also called in criminal practice convention crimes, cannot be considered as remaining within the internal affairs of the state on whose territory they were committed. Because due to obvious legal differences between individual states, perpetrators could avoid criminal liability, e.g., by taking shelter on the territory of countries that do not provide for the criminality of a given act, do not provide for extradition, or whose legal system is simply inefficient.

In theory, this sounds reasonable, but let us see how it looks in practice.

Prerequisites for applying the principle of universal repression under Art. 113 of the Criminal Code

The principle of universal repression applies to both Polish citizens and foreigners. In principle, it therefore applies to everyone. However, the key prerequisite for applying this far-reaching basis for criminal liability reads as follows:

“(…) in the event of committing abroad a crime which the Republic of Poland is obliged to prosecute under an international agreement (…)”

And here we encounter the first problem. To activate the principle of universal repression, Poland must be a party to an international convention that explicitly requires the prosecution of the specific crime in question. This is where the legal analysis becomes particularly complex and requires careful examination of applicable international instruments.

Paweł Osiński

Attorney, practicing in criminal cases involving economic crime, money laundering, and new technologies (crypto assets)

Contact us:

E-mail: pawel@osinski-legal.com

Tel. +48 698 765 048

The BV company in the Netherlands is a flexible and cost-effective legal form, often chosen by entrepreneurs for international business expansion. Some basic features of the Netherlands, its legal and tax system, and the most important issues regarding the establishment and operation of a BV company in the Netherlands (equivalent to the Polish limited liability company) were described in my earlier posts.

Today I would like to briefly outline what the process of selling shares in such a company looks like, given that an increasing number of Polish entrepreneurs own such a company and turn to me for legal support in selling shares, increasing capital, or in the entire process of bringing a new investor into the company, which usually includes concluding an investment agreement and changes to the company agreement and company bodies.

Transfer of ownership of shares in a BV Company in the Netherlands

Generally, when planning the transfer of ownership of shares in a BV company in the Netherlands, the following rules resulting from Dutch regulations should be considered. For clarity, transfer of ownership of shares can be, for example, a sale, exchange, or donation, but most often it is a sale of shares:

• The sale of shares in a BV company with its registered office in the Netherlands requires, for its effectiveness, the preparation of a notarial deed by a notary in the Netherlands. As a rule, in the Netherlands, all operations regarding shares in a BV company such as transfer, issuance of new shares, or pledge of shares, etc., require notarial activities.
• Importantly, the involvement of a notary in the Netherlands consists of preparing a full notarial deed, unlike in Poland, where notarized signatures are sufficient for the transfer of shares. This means more formalities and greater involvement of the notary in preparing the share transfer agreement.
• The transfer of ownership of shares becomes effective at the moment of concluding the sale agreement in the form of a notarial deed. There is no division here into two, technically speaking, actions: transfer of shares and registration in the Trade Register (KVK). The transaction is effective at the moment of signing the notarial deed by the notary. The notary then transmits information about the transaction to the Trade Register in the Netherlands, and we – the parties – receive an updated register of shareholders. This is a private document, signed by the company’s management board, equivalent to the list of shareholders in a Polish limited liability company, but significantly more detailed.
• The only exception, when notification to KVK is mandatory, is when the sole shareholder of the company sells all their shares. Then registration of this fact in the Trade Register is required.

Changes to the BV company agreement

A common situation is the conclusion of a share sale agreement in a BV company combined with changes to the company agreement and changes to the company’s management board. This most often occurs when a new investor enters the company based on an investment agreement that provides for a number of changes in the company. So that the rules of the company’s operation, largely resulting from the company agreement, correspond to the new situation where there is more than one shareholder.

In the Netherlands, changes to the BV company agreement require notarial deed form for their validity. Unlike in Poland, these changes become effective at the moment of signing the notarial deed. The notary then sends the notarial deed including the changes along with the current version of the company agreement to the Trade Register. This is essentially an administrative action that is irrelevant to the question of when these changes take effect.

An advantage of the BV company in the Netherlands is that activities such as the sale of shares or changes to the company agreement can be carried out on the basis of a power of attorney, the granting of which does not require any extraordinary formalities such as apostille or legalization. The practice of notarial activities in the Netherlands is that shareholders grant power of attorney to employees of the notarial office in the Netherlands to sign the share sale agreement and to introduce appropriate changes to the company agreement in notarial deed form. This is a significant simplification of the entire procedure, which saves time and energy needed, for example, for agreeing on the content of changes to the company agreement or share sale agreement, instead of spending them on arranging and certifying powers of attorney. For comparison, carrying out similar transactions in Germany or Switzerland can sometimes be extraordinarily burdensome precisely because of the need to obtain apostille and legalization, and sometimes even translations of the apostille or legalization clauses themselves.

Appointment of a new member of the management board in a BV company

Making changes to the management board of a BV company does not require notarial deed form. An ordinary resolution of the shareholders’ meeting is sufficient. Appointment to the management board is effective from the moment of adopting the resolution. In practice, in this type of transaction, i.e., changes in the company related to the sale of shares or the entry of a new shareholder, changes to the management board are usually also included in the notarial deed covering the transfer of ownership of shares and changes to the company agreement. The notary then sends all changes adopted in the notarial deed to the Trade Register. However, as a rule, company representatives can themselves, if necessary, report changes to the management board to KVK by filling out and submitting two forms: Form 16 and Form 11. Changes can be reported online, but also in paper form.

Sale of shares, changes to the company agreement in a BV Company in the Netherlands – conclusions

Comparing this type of transaction carried out in the Netherlands, Germany, or Switzerland, I believe that the Netherlands, its legal and tax system, the legal position and manner of operation of the notary in this system, and the regulations applicable to commercial companies, is characterized by very high flexibility and an informal manner of operation. In the case of the Netherlands and other Western European countries such as Germany or Switzerland, a significant challenge remains, due to the specifics of the legal services market, finding a notarial or legal office that can support us in such a transaction.

Paweł Osiński

Attorney, expert in international corporate law, cross-border transactions, and white-collar criminal law.

On October 15, 2025, the Sejm Petitions Committee considered my petition on the comprehensive regulation of the provision and organization of sexual services in Poland. To my certain surprise, the Committee referred this document for further work to the Sejm Committee on Justice and Human Rights.

Additionally, I received a response to the petition from the Department of Criminal Law of the Ministry of Justice. I completely disagree with its content, but I greatly appreciate the fact that the ministry official, the author of this response, found time for a substantive polemic.

Is the provision of sexual services in Poland legal?

The statement often repeated in this discussion that “sexual services are legal in Poland” is simply untrue. This type of activity is not legal in Poland, but merely “tolerated” by the state, which graciously refrains from punishing such behavior while continuing to stigmatize it, considering it “indecent” and contrary to prevailing social norms.

To explain the difference clearly:

• “Legal” are hairdressing services, legal services, furniture production, or running a bakery. Each of these professions can (and must) register a business to operate. They are obligated to pay taxes and are covered by social, retirement, and health insurance.
• A person who would like to provide sexual services in Poland has no such possibility. They cannot register a business. They cannot be covered by retirement or health insurance. They cannot deduct costs or pay taxes. They are not protected by the state.

This situation leads to severe consequences: exploitation, lack of protection for vulnerable persons, and a thriving gray economy. The Swedish model and the German model offer very different approaches, both preferable to the current Polish “pretend it doesn’t exist” approach.

The petition argues for a comprehensive, evidence-based regulatory framework that prioritizes the safety and dignity of all persons involved, following international best practices.

Paweł Osiński

Attorney

As expected, the Sejm adopted a package of tax changes that, among other things, amend the rules for taxing family foundations. As expected, because earlier, when the provisions on family foundations in Poland came into force, I expressed the opinion that given the tax status of these foundations proposed by the legislator at that time, it would end with them being widely used for tax optimization. Then, when the Ministry of Finance realized what was happening, we would immediately have “system tightening” and hasty changes to tax regulations concerning family foundations.

And that is exactly what happened. The President’s veto of the act, in my opinion, will only slightly delay these changes, as they are inevitable. However, it perfectly illustrates the lack of legal certainty that persons planning to use a family foundation in Poland must face.

Changes in taxation of family foundations in Poland

Let us therefore look at what fundamental changes the new regulations introduce in the taxation of family foundations:

• Taxation of income of a family foundation from the disposal of assets, if the disposal occurs before 36 months from the end of the year in which the property was contributed to the family foundation.
• Taxation of income of a family foundation obtained through tax-transparent entities.
• Subjecting the family foundation to controlled foreign company (CFC) provisions and taxation of income from unrealized gains (exit tax).
• Taxation of income of a family foundation from so-called short-term rental agreements.

Apart from the fact that these changes are not surprising, I consider them justified, as they touch upon one of the fundamental principles relating to family foundations. A principle that I always mention to my clients during consultations on asset protection, and which unfortunately meets with great reluctance on their part.

What is the purpose of establishing a family foundation?

This principle is that the purpose of a family foundation is not and should not be to achieve tax benefits. The purpose of a family foundation is to ensure security and stability for the founder and their assets. Attempting to combine these two goals will most likely result in neither tax benefits nor stability and security. In other words, a family foundation is a legal entity that should be tax-neutral. It is not for making money!

In this context, it is therefore incomprehensible why the legislator, when creating the concept of a family foundation and introducing this legal form into the Polish legal system, equipped foundations with such a set of tax benefits that directly encouraged the use of these legal vehicles for tax optimization. Frankly, for any lawyer who has been in this profession for more than a few years, it was obvious that this would end with hasty patching of tax regulations.

This situation leads us to the second fundamental principle on which the concept of a family foundation is based. And it states that the primary purpose of a family foundation should be to ensure stability, predictability, and security for the founder’s assets contributed to the foundation.

Let us therefore ask ourselves whether in Poland, we are dealing with a stable and predictable legal and tax system? The answer is so obvious that I do not need to provide it here. You know it perfectly well yourselves.

The brutal truth is that in Poland, at least in the near term, there is no such legal and tax stability and there will not be for a long time. One can list: the dispute at the Constitutional Tribunal, the dispute at the National Council of the Judiciary, the dispute over who is and who is not a judge, waiting several years for an indictment or after its filing for the start of a trial, the problem of pre-trial detention, and finally permanent changes in tax laws.

Family foundation in Liechtenstein: predictability has its price

That is why, from the very beginning, when it comes to establishing family foundations, I maintain that the only country where it is worth considering establishing such an entity is the Principality of Liechtenstein. Yes, such a foundation is more expensive to establish and maintain, but premium products have a tendency to cost more.

A potential founder of such a vehicle should ask themselves whether they feel comfortable with the fact that, in the case of establishing a family foundation in Poland, the delicate matters of their family and their life’s achievements will be handled by a neo-judge of a District Court, whose rulings may not be valid, an overburdened judge of the Regional Court in Warsaw, where one waits 2 years for a criminal trial date, or perhaps that judge who wanted to knock a colleague off the bench.

In the case of a family foundation based in the Principality of Liechtenstein, we have the certainty that our family matters will be handled by three-instance professional courts, in one of the most stable and predictable jurisdictions in Europe.

It is therefore quite obvious that a family foundation in Poland is, under current conditions, simply a legal and tax roulette organized by the Ministry of Finance, and in this game, as we know, the house always wins.

Paweł Osiński

Attorney

Cryptocurrency fraud has become one of the most significant forms of crime in Poland. Despite having legal tools to combat it, the Polish state – its police, prosecution, courts, and financial regulators – has largely capitulated in the face of this epidemic.

The scale of the problem

Based on my extensive experience handling cryptocurrency fraud cases, I estimate that the losses suffered by Polish citizens from these schemes amount to billions of zlotys annually. The typical victim loses between PLN 50,000 and PLN 500,000, but I have handled cases involving losses exceeding PLN 10 million.

Why the state has failed

• Police – officers frequently refuse to accept criminal complaints, classifying them as civil matters. Those who do accept complaints often lack the technical knowledge to investigate cryptocurrency-related crimes.
• Prosecution – prosecutors struggle with the technical complexity of blockchain analysis and international cooperation required to trace stolen funds.
• Courts – judges often lack understanding of cryptocurrency technology, leading to inadequate sentences and procedural errors.
• Banks – despite AML obligations to monitor suspicious transactions, banks frequently fail to detect or prevent obvious fraud patterns (multiple large transfers to high-risk jurisdictions).
• GIIF – the General Inspector of Financial Information is overwhelmed and slow to act on reports.

What needs to change

• Specialized cybercrime units with cryptocurrency expertise in police and prosecution
• Mandatory training for judges handling cryptocurrency cases
• Stronger enforcement of banks’ AML obligations regarding cryptocurrency transactions
• Improved international cooperation mechanisms
• Public awareness campaigns about cryptocurrency fraud

What victims can do now

• File criminal complaints despite police reluctance
• Report to GIIF directly
• Consider civil claims against banks under the Payment Services Act
• Engage specialized lawyers who understand blockchain technology
• Preserve all evidence immediately

Paweł Osiński

Attorney, expert in cryptocurrency fraud and cybercrime

As we can read in the media, the guilty parties have been found in the situation that took place at the Elementary School in Starachowice, during the ceremony for the start of the 2025 school year. The responsible teachers were fired, to the undisguised outrage and satisfaction of the media and various commentators, that “justice has been served” and the guilty have been punished.

At this school, let us recall, students as part of a broader artistic performance, performed a show that included singing part of the Disco Polo song “Wedding in Dubai,” which contains words such as: “…at my wedding, I will be drunk, drunk” and “from Warsaw to Abu Dhabi, that’s how Poland f***ing parties.”

This event also moved me. Above all, however, it was our – society’s – reaction to what happened. I asked myself what this situation, this song, tells us about ourselves.

Above all, as a lawyer and a human being, I was moved by the fact that everyone had already passed judgment and expressed their righteous indignation before familiarizing themselves with all the relevant facts. In my opinion, the golden rule says that before we start pointing fingers at the guilty and calling for punishment, we should familiarize ourselves with what really happened and calmly listen to all parties involved in the event. Especially since we are putting not only the teachers but also the children who performed on the pillory.

Maybe we should listen to them first and only then pass judgment?

I found one article in the media where the school principal explains that it was an artistic performance in which the children wanted to point out various social problems, and this song was meant to show what can happen to us when we leave these problems unattended. This convinces me for now, but honestly, to pass judgment here one would need to be there in person or watch the entire performance (not just a fragment) and talk to its creators.

Nobody listened to the children, of course. Because why bother. After all, we adults know best what is the so-called best interest of the child.

The second thing that moved me was the song itself by the band Daj To Głośniej “Wedding in Dubai” and the righteous indignation of public opinion on the subject of alcohol. The song is definitely not my style, but I believe it is based on quite accurate observations of our Polish reality. And the phrase “from Warsaw to Abu Dhabi, that’s how Poland f***ing parties” is 100% on target.

Alcohol.

Our national idol. Taboo. Daily poison, our drink of life, without which we cannot function. We are born, celebrate, and die in the company of alcohol. Christenings, communions, birthdays, weddings (well, weddings are a separate alcohol-cultural category for us…), corporate parties, wakes.

Bakeries and grocery stores are open in Poland only during the day, but vodka and beer we can buy without a problem 24 hours a day.

The reaction of the media and public opinion to the artistic performance in Starachowice, to “Wedding in Dubai,” to what these young people wanted to tell us, is clear to me. We, adult Poles, were hit in a sore spot. We howled with righteous indignation because we don’t want to look at the truth about what alcohol is in Poland, in our homes.

After all, the phrase: “at my wedding, I will be drunk, drunk” beautifully transports us to a certain socio-cultural Polish myth called the Polish Wedding, one of whose solid foundations is vodka. What is the ratio “so there’s enough”? Half a liter of vodka per head, including everyone, children and seniors? Drinking songs, “bitter-bitter,” the best man carrying bottles of vodka around. And all this in the company of children watching their parents, grandparents…

This is the truth about us, about the Wedding in Dubai, about weddings in Poland, about alcohol and our problem with it.

So maybe instead of righteous indignation, we should appreciate that the children from the school in Starachowice noticed and addressed a great social problem in Poland. Listen to what they had to say to us, the adults? Something important that we ourselves don’t have the courage to touch.

After all, we live in a country where the loudest expressions of outrage were made by a member of parliament who walked on the parliamentary roof at 3 in the morning, and one of the most important national politicians regularly travels the country for meetings with voters, the key point of which is “talking about Poland” over beer.

The song “Wedding in Dubai” is 100% part of the repertoire at many Polish weddings, where entire families with children party in the fumes of alcohol. Where children from a young age absorb a culture where all adult events take place in the inseparable company of alcohol, often consumed in unimaginable quantities.

Finally, let all those outraged that young people from the Elementary School in Starachowice sang about drinking at a wedding open YouTube and watch how on Polish Television, during the extremely popular Voice of Poland Kids program, small children sing the party hit by Kayah & Bregowicz with lyrics like “right, bro, let’s drink to that.” To the great joy of everyone: jurors, audience, and proud parents.

So maybe instead of the oh-so-comfortable righteous indignation (comfortable because then you don’t have to think about yourself) and pointing fingers at the guilty, I will just leave this quote here: “let him who is without sin cast the first…”

And looking at the matter more practically, perhaps thanks to the children from Starachowice, it is time for our – adult Poles’, their parents’ – national, honest, universal debate about alcohol in our society.

Edit: 19.09.2025

The recent commotion with the failed attempt to introduce a nighttime partial prohibition in Warsaw fits perfectly into what I wrote about here. The problem is not whether such partial prohibition will exist or not, but that the only thing we, as a society, can do in the face of the damage alcohol causes in our lives is some operetta-like attempt at partial prohibition in Warsaw. Nobody – we as a society or political leaders – dares to touch the core of the problem.

Nighttime prohibition? OK, but that is only symptomatic treatment on the surface. Perhaps in parallel, a long-term social campaign should be planned that honestly says what alcohol is in Poland, breaks this taboo, and makes many people, ourselves, aware that it is a poison, culturally packaged as a reward, luxury, or pleasure, that will not solve our problems. On the contrary, it can destroy us.

In other words, to sensibly address this problem and for the introduced regulations to matter and change something, an honest debate and a long-term plan are needed first.

Paweł Osiński

Attorney

The role of a lawyer is not only to defend the rights of their clients, but also civil rights in the courtroom and beyond. It is precisely in the course of this daily work with legal provisions and clients’ stories, which sometimes not even the most creative screenwriter could invent, that one can see how the law can affect our lives. This is especially visible when regulations are ill-conceived, incomprehensible, or mismatched with reality. Then, the frequent reaction of the authorities applying these provisions (police, courts, National Revenue Administration) is indifference or incorrect application of these provisions.

Such is the price for creating bad law. And it is always people, citizens, who pay this price.

In my practice, I have often spoken out about ill-conceived, incomprehensible regulations and erroneous law enforcement practices. In media statements, in the courtroom, and on this blog. This was the case in matters of internet fraud using bank accounts and cryptocurrency wallets. A veritable plague, towards which the state and its bodies maintain an incomprehensibly blatant indifference. I will dedicate a separate article to this soon. In matters of the absurd and brutal practice of pre-trial detention in Poland or in the matter of the “legal chaos” regarding paid sexual services.

Now, my attention was drawn to information about a radical increase in excise duty on e-cigarettes and announcements of raising excise duty on alcohol. All this, of course, in the name of “public health protection.” In my opinion, this is another example of incomprehensible legislation that misses the actual problem. Acting in an incomprehensible way, it creates even greater chaos and constitutes a kind of legal trap for citizens.

It is a commonly known truth in the world of social and legal sciences that merely tightening sanctions, deterrence (and that is essentially what such a prohibitive increase in excise duty on the aforementioned nicotine products is) does not work as a method of combating a given phenomenon. If it did, it would be enough to raise the price of a bottle of sweetened beverage to 100 PLN and a bottle of vodka to 200 PLN to solve the problem of sugar or alcohol abuse. But it does not work that simply.

At the root of this draconian and completely pointless – from the perspective of effectively shaping the health habits of society – excise duty increase, lies the same flawed approach that I wrote about in my post on Polish regulations regarding paid sexual services.

What we are really seeing is turning away from the real problem and the real, necessary, difficult social debate on the subject and legal solutions that could actually be applied to reduce the scale of nicotine product use. Especially among young people. The example of the Swedish model’s legislative philosophy in approaching this problem shows that it is possible. However, it requires a thoughtful, long-term, and balanced approach. History teaches that extreme, prohibitive approaches have always ended with negative consequences for society.

Invoking the goal of reducing the popularity of these products among young people when introducing this prohibitive excise duty on e-cigarettes (an otherwise legitimate goal, but not by these methods) leads me to conclude that it is young people who will largely bear the cost of this socio-legal experiment. Wealthy customers will probably manage, simply by paying more. Young people will look for cheaper alternatives online, abroad, trade such products on the Internet themselves, or worse, choose traditional cigarettes.

In my practice, focused largely on the world of cryptocurrencies, I have already dealt several times with situations where people under 18 asked for legal consultation (sometimes they came with their parents…). They were already actively participating in the digital world, sometimes possessed very large sums in cryptocurrencies, engaging in the virtual world in, among other things, “importing vapes” from the Czech Republic or China. They were surprised to learn that there exists something called excise tax, the Fiscal Criminal Code, under which criminal liability is borne from the age of 17, and that excise on cigarettes and alcohol is one of the iron items of budget revenue, so the National Revenue Administration has no scruples here…

All this led me to the conclusion that this matter is worth filing a legislative petition. By no means in the interest of this or that poison. Because truth be told, alcohol and tobacco (nicotine) are poisons, and it is human nature that these poisons have accompanied us for thousands of years. But in the interest of clear, comprehensible, and stable regulation of a given social area. Regulation that will encourage us, members of a given community, rather than force us, to make the best decisions for ourselves, our health, and the quality of our lives.

The petition text can be downloaded here: Petition PDF

Paweł Osiński

Attorney

This article addresses one of the most legally and socially complex issues in Polish law: the boundary between legal services (such as massage, therapy, wellness) and activities that fall under Art. 204 of the Criminal Code (offenses related to the exploitation of prostitution).

The legal chaos

The fundamental problem is that Polish law does not define “sexual services” or “prostitution.” The Criminal Code penalizes facilitating, profiting from, or inducing prostitution (Art. 204), but does not define what prostitution actually is. This creates enormous uncertainty for both service providers and law enforcement.

The tantric massage question

Tantric massage is a practice that may include elements of physical intimacy. The question of whether it constitutes “prostitution” within the meaning of Art. 204 illustrates the absurdity of the current regulatory approach. Without a clear legal definition, the answer depends entirely on the subjective assessment of the prosecutor and judge, leading to inconsistent and arbitrary outcomes.

International comparison

Germany has comprehensively regulated sexual services through the Prostitution Protection Act (Prostituiertenschutzgesetz), providing a clear legal framework that protects both service providers and clients. The Netherlands, New Zealand, and other countries have similarly developed regulatory frameworks. Poland, by contrast, maintains a deliberate legal vacuum that serves no one.

The consequences of non-regulation

• Persons providing sexual services have no legal protection
• They cannot register a business, pay taxes, or access social insurance
• They are vulnerable to exploitation and violence
• Law enforcement applies provisions inconsistently and arbitrarily
• The gray economy flourishes

My position

I have filed a legislative petition calling for comprehensive regulation of this area. The goal is not to promote any particular activity but to ensure legal clarity, protection of vulnerable persons, and consistent application of the law. The current approach – pretending the issue does not exist while selectively punishing those involved – is hypocritical and harmful.

Paweł Osiński

Attorney

In the media, we can follow cases of a small studio apartment in Gdansk and the “selfless” help offered to its owner by a certain “good person.” On this occasion, which must be considered beneficial from the perspective of legal awareness, we are all taking an accelerated course in such institutions of civil and criminal law as:

• donation,
• life estate agreement,
• disinheritance,
• false certification in a notarial deed.

Essentially, it is a course in: “how NOT to carry out the above legal transactions” and not get into legal trouble.

In this post, I would like to address one of the above legal issues, namely depriving heirs of their right to inheritance, i.e. disinheritance. This is because in practice, contrary to popular belief, this is not at all a simple legal institution. Moreover, in the practice of establishing and managing family foundations, I quite often encounter the question: “how to effectively not pass assets to statutory heirs.” It is therefore worth looking closely at how the regulations govern this rather rare legal situation in practice.

Who can be disinherited

Disinheritance, i.e. depriving heirs of their right to inheritance (reserved share), is regulated in Art. 1008 of the Civil Code (CC), which reads as follows:

The testator may in a will deprive descendants, a spouse, and parents of the reserved share (disinheritance) if the person entitled to the reserved share:

1. Persistently acts contrary to the principles of social coexistence against the will of the testator.
2. Has committed an intentional crime against the life, health, or freedom of the testator or one of the persons closest to them, or a serious insult to their honor.
3. Persistently fails to fulfill family obligations towards the testator.

This specific entitlement available to the future testator stems from the fundamental legal and social principle on which Polish inheritance law (and presumably most inheritance law systems known to us) is based. It concerns the principle that after the death of a person (testator), their closest relatives have the right to receive their assets (usually in a certain part). Even against the will of the testator themselves.

This is de facto a limitation of property rights and the associated right to freely dispose of one’s assets. According to this principle, the testator after death may dispose of their assets only within certain limits defined by the social order, which accepts that the testator’s assets, post mortem, in whole or in large part should go to their closest family.

The practical legal effect of this social principle is the so-called right to a reserved share. It means, in simplified terms, that regardless of what the testator did with their assets at the end of their life, however they disposed of them in a will, certain persons defined by law have the right to a specific part of the estate – the “reserved share.” The German name for this institution, “Pflichtteil,” which literally translates as “obligatory part,” more accurately reflects its nature.

According to Art. 991 CC, the following are entitled to the reserved share: descendants (children), spouse, and parents of the testator, provided they would be called to inherit by statute, with a share ranging from one-half to two-thirds of the statutory share in the estate (depending on certain additional conditions).

Legal conditions for disinheritance

Returning to the main thread, disinheritance has precisely the effect that heirs are not so much deprived of the entire inheritance (here the testator has some decision-making power), but that they are deprived of the right to that “obligatory part” of the estate guaranteed by law – the reserved share.

Polish inheritance law provides that the testator, in order to disinherit a specific person from the circle of heirs, must have a serious reason justified in light of the principles of social coexistence. According to Art. 1008 CC, these are:

1. When the heir persistently acts contrary to the principles of social coexistence against the will of the testator.
2. When the heir has committed an intentional crime against the life, health, or freedom of the testator or one of the persons closest to them, or a serious insult to their honor.
3. When the heir persistently fails to fulfill family obligations towards the testator.

The indicated prerequisites constitute the only permissible grounds for disinheritance, and it should be emphasized immediately that they must be interpreted strictly. In other words, in the judicial practice of inheritance cases involving disinheritance, it is not acceptable to stretch the prerequisites for disinheritance to cover typical family conflicts, differences of opinion, disputes that are nothing extraordinary in family life.

What do courts say in disinheritance cases

It is noteworthy in the Civil Code provisions regulating disinheritance that the prerequisites for the testator’s application of disinheritance are formulated quite generally and refer to such vague definitions as “principles of social coexistence” or “the heir persistently violates.” It is precisely these formulations that cause the most frequent doubts and disputes in disinheritance cases, which are ultimately resolved in court.

In particular, the issue of “persistent failure to fulfill family obligations towards the testator” and the issue of the testator’s possible contribution to this often raises doubts and can be said to regularly be the subject of court rulings.

Case law indicates that “persistent failure to fulfill family obligations towards the testator” constituting grounds for disinheritance is long-term or repeated neglect of the testator’s material and emotional needs. An obvious example is the failure to perform maintenance obligations or lack of support and care in the event of the testator’s illness, but also the lack of maintaining any family contacts with the testator and interest in their fate.

However, it should be added here that courts have repeatedly indicated that “persistent failure to fulfill family obligations” does not include failure to maintain contacts between the heir and testator if this results from the attitude of the testator themselves. In other words, to apply disinheritance, the long-term failure to fulfill family obligations towards the testator must be caused by circumstances on the side of the heir, not on both sides.

Interestingly, German disinheritance provisions (Enterbung) contain two additional prerequisites for its application that are not found in Polish regulations. These concern the situation where the disinherited person has been finally convicted of a serious crime to imprisonment of one year or more without suspension, or has been committed to a psychiatric institution for such a crime (Art. 2333 BGB).

What to do in case of unjustified disinheritance

In practice, disinheritance is usually no secret or surprise to the interested parties. They are aware of the state of their family relations. My advice: wait calmly, monitoring the situation, gathering information and documents about the assets we believe we are entitled to by way of the reserved share. When we learn of the testator’s death (only then do the claims of persons entitled to the reserved share become current), this is the moment when we can file with the court an application to join the proceedings for declaration of inheritance, indicating our legal title and arguments.

If we miss the opening of these proceedings, within five years from the announcement of the will (opening of the estate), we can file a claim against the persons who assumed the estate for the transfer to us, as a person entitled to the reserved share, of the appropriate part of the estate or its property equivalent, pointing to the unjustified, erroneous disinheritance.

Paweł Osiński

Attorney

In the April 29, 2025 edition of Dziennik Rzeczpospolita, Administration supplement (www.pro.rp.pl), an article authored by me was published on the liability of a superior in a state institution for words spoken at an official meeting that defamed a subordinate.

The article refers to a real case that was concluded with a final judgment of the Regional Court in Warsaw, confirming the guilt of the superior. The article discusses such issues as the liability of a state official for words expressed in connection with their function, liability for the crime of defamation under Article 212 of the Criminal Code, and the legal consequences of a court conviction for a state official.

Link to the article below:

https://pro.rp.pl/administracja/art42193661-znieslawienie-urzedniczki-przez-szefa-na-sluzbowym-spotkaniu

Paweł Osiński

Attorney

In Poland, two main corporate income tax (CIT) rates apply:

• 19% of the tax base (standard rate),
• 9% of the tax base (preferential rate) for companies with annual revenue of up to 2 million EUR.

While the application of the standard 19% rate does not generally pose particular difficulties, taking advantage of the preferential 9% tax rate requires meeting specific conditions.

Conditions for applying the preferential tax rate

The preferential corporate tax rate can be claimed by the following taxpayers:

• Small taxpayers whose gross sales revenue (including VAT due) in the previous tax year did not exceed 2 million EUR. The average EUR exchange rate published by the National Bank of Poland (NBP) on the first business day of October of the previous year is decisive.
• Companies whose net revenue in the current tax year is below 2 million EUR, calculated on the basis of the average EUR exchange rate announced by NBP on the first business day of the respective year. The amount is rounded to PLN 1,000.

Newly established companies can benefit from the preferential 9% corporate tax rate in their first tax year. However, the reduced rate does not apply if the company was created through restructuring (e.g., demerger), transformation into another legal form, or through the contribution of an enterprise worth more than EUR 10,000.

It should also be noted that in Poland, the following taxpayers are subject to corporate income tax (CIT):

• legal persons, including limited liability companies, joint-stock companies, foundations, associations, and cooperatives, and
• capital companies in formation.

Corporate income tax (CIT) in Poland is paid according to the following rules:

• The tax return must be filed by the end of the third month of the year following the tax year.
• During the tax year, no tax returns need to be filed, only advance payments, due by the 20th of each month. Quarterly advance payments are also possible.
• Proper bookkeeping (double-entry accounting) is required.

In addition to the preferential 9% corporate tax rate, the following tax benefits are available in Poland:

• preferential taxation under the so-called Estonian corporate tax system (Estonian CIT),
• the IP Box tax benefit for income from intellectual property (e.g., software),
• the tax benefit for research and development expenditure.

Principles of applying the “Estonian CIT” in Poland

The Estonian CIT (named after Estonia, which was the first country to introduce this tax model) defers the tax obligation to the moment when the company distributes the earned profit in the form of dividends. This allows the company to use a larger share of generated revenue for investments.

Under the Estonian CIT, there is no need to maintain tax accounting, determine tax-deductible expenses, or calculate tax depreciation. Monthly corporate tax advance payments are not required. Tax becomes due only upon profit distribution (dividend). This allows the company to flexibly determine the timing of taxation and allocate more funds to ongoing business activities and growth investments.

Moreover, the effective tax rate upon taxation (upon profit distribution) is lower than under classic CIT. It consists of corporate tax and dividend tax paid by the shareholder:

• For small taxpayers, the rate is only 20% instead of 26.29%,
• For all other taxpayers, the total rate is only 25% instead of 34.39%.

Estonian CIT can be used by joint-stock companies, limited liability companies, limited partnerships, limited joint-stock partnerships, and simple joint-stock companies. However, certain conditions must be met. The most important are:

• Revenue from receivables, interest, loans, leasing fees, guarantees, copyrights, industrial property rights, sale of financial instruments, and transactions with related entities must not exceed 50% of total company revenue.
• At least 3 persons must be employed under an employment contract for at least 300 days in the tax year.
• Shareholders or partners must be exclusively natural persons.
• The company may not hold shares in other companies.

It is important to emphasize that all these conditions must be met simultaneously.

Principles of applying preferential taxation (IP Box)

In Poland, taxpayers can benefit from preferential taxation of income resulting from the creation or improvement of so-called qualified intellectual property rights. The tax rate for this income is 5% and applies to both corporate income tax (CIT) and personal income tax (PIT).

The aim of this regulation is to promote the market for new technologies and innovative solutions by introducing preferential 5% taxation on income from qualified intellectual property rights – instead of the usual tax rates.

The application of IP Box requires meeting certain conditions. The most important include:

• Conducting research and development activities,
• Creating qualified intellectual property (qualified IP) as part of these activities,
• Generating income from qualified IP that is taxable in Poland,
• Incurring qualified costs related to the creation, development, or improvement of qualified IP.

The list of qualified intellectual property rights to which the preferential tax regime can be applied is exhaustive. According to the law, these include:

• Patents,
• Utility models,
• Design rights,
• Rights from the registration of approved medicines and veterinary medicines,
• Rights from the registration of semiconductor topographies,
• Copyrights in computer programs.

There are two main corporate income tax (CIT) rates in Poland:

• 19% of the tax base (basic rate)
• 9% of the tax base (preferential rate), applicable up to EUR 2m of annual revenue.

Whereas applying the basic rate of income tax presents no major difficulties, taking advantage of the preferential 9% rate does require fulfilment of certain conditions.

The lower rate may be enjoyed by the following entities:

• so-called small taxpayers, whose gross sales revenue (i.e. including the amount of VAT due) did not exceed EUR 2m in the previous tax year, as converted according to the average exchange rate of the euro published by the National Bank of Poland (NBP) on the first business day of October of the previous tax year;
• entities whose net revenue generated in the tax year did not exceed EUR 2m, as converted according to the average exchange rate of the euro published by the National Bank of Poland (NBP) on the first business day of the respective tax year, rounded to PLN 1000 (in most cases, this will be 2 January of the respective year).

Also, the preferential 9% CIT rate can be applied by start-ups in their first tax year. However, the 9% ratecannot be used if the company is established through restructuring (e.g. demerger), through conversion to another type of activity or if an enterprise with a value of more than EUR 10k was contributed into the company.

Worth adding is that CIT taxpayers in Poland are:

• legal persons (including limited liability companies, joint stock companies, foundations, associations, cooperatives) and
• capital companies in organisation.

CIT is settled in Poland as follows:

• settlement takes place by the end of the 3^rd month of the year following the tax year,
• no tax returns are filed during the tax year, but advance payments are made by the 20^th day of each month. It is possible to make advance payments on a quarterly basis,
• accounting books must be kept (so-called full accounting).

Yet, let me add that, in addition to the preferential CIT rate of 9%, the following is possible in Poland:

• preferential taxation, i.e. the so-called Estonian CIT, 
• IP BOX relief related to income from intellectual property rights (e.g. software), 
• tax relief for research and development activity.

Rules of application of the “Estonian CIT” in Poland

The essence of the Estonian CIT (the name originates from the fact that Estonia was the first to introduce this type of tax solution) is that the obligation to pay CIT is postponed until the company distributes realised profit in the form of dividend. This allows the company invest a larger part of the revenue generated.

Under the Estonian CIT, there is no need to keep tax accounting, determine tax deductible expenses or calculate tax depreciation allowances. CIT advances are not paid on a monthly basis. The tax is paid when the company’s profits (dividends) are distributed. This gives you the freedom to determine the moment when taxation occurs and allows you allocate more of the money generated by the company to its day-to-day operations and to investments in increasing the company’s value.

Moreover, at the time of taxation (profit distribution), the effective tax rate (which comprises the tax on the company’s profit and the tax on dividends, payable by the shareholder) will be lower than in the case of conventional CIT:

• for small taxpayers it will be only 20% instead of 26.29%,
• for other taxpayers – a total of only 25% instead of 34.39%.

The Estonian CIT can be applied by joint stock companies, limited liability companies, limited partnerships, limited joint stock partnerships and simple joint stock companies. However, they must meet several conditions, the most important of them being as follows:

• revenue from receivables, interest, loans, lease payments, sureties, guarantees, copyright, industrial property rights, from sale of financial instruments and from transactions with related parties must not exceed 50% of the company’s total revenue
• the company must employ, on the basis of employment contract, at least 3 persons for at least 300 days in the tax year
• the shareholders, stockholders or partners in those companies must only be natural persons
• the company must not hold stock (shares) in the capital of another company.

Importantly, all conditions must be met cumulatively.

Rules of application of the so-called IP BOX preferential taxation

Taxpayers in Poland may take advantage of preferential taxation with respect to income obtained in connection with creation or improvement of the so-called qualified intellectual property rights. Preferential taxation is applied at the rate of 5% for corporate income tax (PIT) or CIT.

The introduced solution is supposed to stimulate the market of new technologies and innovative solutions by introducing preferential taxation at 5% in PIT and CIT (for income obtained from qualified intellectual property rights), instead of the standard tax rates.

Application of the IP Box requires fulfilment of certain conditions. The most important ones include:

• conducting research and development activity;
• creation of qualified IP (qualified intellectual property rights) as part of the research and development activity;
• generating income from qualified IP taxable in Poland;
• incurring eligible costs in connection with creation, development or improvement of the qualified IP.

The list of qualified IP that may be subject to the preferential income tax rate is a closed catalogue. According to the Act, qualified IP includes, among others:

• patents;
• right of protection for a utility model;
• right from registration of an industrial design;
• right from registration of a medicinal product and a veterinary medicinal product authorised for marketing;
• right from registration of an integrated circuit topography;
• copyright to computer software.

Incorporation of a company in Poland

Incorporation of a commercial company in Poland is possible both in the traditional way, before a notary public, as well as online through the dedicated S24 system. For more information on the procedure governing incorporation of a company in Poland, please see the article here: [ link ].

All of the aforementioned preferential taxation rules, and in particular the preferential taxation of development and research activity require fulfilment of certain conditions, which is why it is a good idea to consult your plans in advance with an expert in this area. In more complicated situations, also consider applying to the competent tax authority for an individual tax interpretation.

Paweł Osiński

Attorney at law

Family foundations are increasingly recognized as effective tools for asset protection and succession planning. Based on my extensive experience advising clients on both Polish and Liechtenstein foundations, I address the 10 most frequently asked questions.

1. What is a family foundation?

A family foundation is a legal entity that manages assets contributed by a founder for the benefit of designated beneficiaries according to rules established in the foundation’s statutes.

2. How does it protect assets?

Once assets are contributed to the foundation, they belong to the foundation as a separate legal entity. This separates personal assets from business risks, creditor claims, and inheritance disputes.

3. Poland or Liechtenstein?

Poland offers lower costs but less stability. Liechtenstein offers nearly 100 years of stable law, a specialized judiciary, and stronger privacy protections. For genuine long-term protection, Liechtenstein is preferable.

4. What assets can be contributed?

Virtually any asset: cash, real estate, shares, intellectual property, art. The key is proper valuation and transfer documentation.

5. Who controls the foundation?

The Foundation Council (board) manages the foundation according to the statutes. The founder may retain certain reserved rights but should not maintain full control (this undermines the protective purpose).

6. Who are the beneficiaries?

Beneficiaries are designated by the founder and may include family members, charitable causes, or other persons. The scope of beneficiary rights is defined in the statutes.

7. What are the tax implications?

Tax treatment varies by jurisdiction and the beneficiaries’ countries of residence. In Poland: CIT exemption on permitted income, 15% CIT on distributions. In Liechtenstein: minimum annual tax of CHF 1,800, no tax on distributions at Liechtenstein level.

8. Can creditors reach foundation assets?

Generally no, if the foundation was properly established and assets were not contributed fraudulently (to avoid existing creditor claims). The actio pauliana challenge period varies by jurisdiction.

9. What are the ongoing costs?

Poland: relatively modest (annual reporting, accounting). Liechtenstein: higher (minimum CHF 5,000-15,000 annually for administration, audit, and compliance).

10. How long does establishment take?

Poland: several weeks (KRS registration). Liechtenstein: 2-4 weeks after completing documentation and KYC/AML checks.

Paweł Osiński

Attorney, expert in family foundations and asset protection

The legal situation in the area of digital assets in Poland is currently extremely dynamic. This results, among other things, from the ongoing (phased) entry into force of EU Regulation 2023/1114 of May 23, 2023 on crypto-asset markets (the so-called MiCA Regulation, from Markets in Crypto-Assets), EU Regulation 2023/1113 of May 23, 2023 on information accompanying transfers of funds and certain crypto-assets (the so-called TFR Regulation, introducing the Travel Rule), and work on the final shape of the act on the crypto-asset market – a legal act that is to regulate in detail numerous legal issues related to the entry into force of the MiCA Regulation. An element that has additionally complicated the situation is the recently issued Communication No. 87 of the GIIF (General Inspector of Financial Information), from which it follows that the GIIF expects the Travel Rule (i.e., the obligation to collect specific data for each crypto-asset transfer) to apply to obliged institutions based in Poland from December 30, 2023.

In the article by Adam Pantak in Dziennik Gazeta Prawna of December 2, 2024, alongside other legal experts in digital assets, I commented on doubts related to the above legal changes and assessed new legal obligations for the crypto industry, looking at them from the perspective of cybercrime using digital assets (cryptocurrencies).

Link to the article below:

https://www.gazetaprawna.pl/firma-i-prawo/artykuly/9681028,korzystajacy-z-kryptowalut-przestana-byc-anonimowi.html

Paweł Osiński

Attorney

The Netherlands is one of the most popular jurisdictions for establishing companies by foreign entrepreneurs. This is due to several factors: flexible corporate law, favorable tax regime (including the participation exemption for holding companies), an efficient and professional notarial system, and a strong international reputation.

The Dutch B.V. (Besloten Vennootschap met beperkte aansprakelijkheid) is the equivalent of the Polish limited liability company (sp. z o.o.) and is the most commonly chosen legal form for doing business in the Netherlands.

Key features of the B.V.

• Minimum share capital – as low as EUR 0.01 (one cent). There is no minimum capital requirement, making the B.V. very accessible.
• Limited liability – shareholders’ liability is limited to their capital contribution.
• Flexible governance – the company is managed by one or more directors (bestuurders). A supervisory board is optional.
• Notarial incorporation – the B.V. must be incorporated through a notarial deed prepared by a Dutch civil-law notary.

Incorporation procedure

1. Preparation of the articles of association – in consultation with a Dutch notary, including company name, registered office, share capital, and governance structure.
2. KYC verification – the notary verifies the identity and background of all founders and ultimate beneficial owners (KYC/AML checks).
3. Execution of the notarial deed – signing of the deed of incorporation before the notary. This can be done remotely through a power of attorney.
4. Registration with the Trade Register (KVK) – the notary registers the company with the Chamber of Commerce. The company receives a KVK number and can begin operations.
5. Bank account – opening a Dutch bank account, which typically requires additional KYC documentation.

Advantages of the Netherlands

• Participation exemption – dividends and capital gains from qualifying subsidiaries are exempt from Dutch CIT.
• Extensive treaty network – over 100 double taxation treaties.
• Innovation Box regime – effective tax rate of 9% on qualifying IP income.
• No withholding tax on royalty and interest payments (in most cases).
• English widely spoken in business and legal practice.

Paweł Osiński

Attorney, expert in international corporate law and cross-border transactions

The transfer of ownership of shares (Geschäftsanteile) in a German GmbH is one of the most common corporate transactions I handle for Polish clients operating in Germany. This guide covers the key legal requirements and practical aspects of this process.

Notarial requirement

Under German law (§15 GmbHG), the transfer of GmbH shares requires notarial certification (notarielle Beurkundung) by a German notary. This is a mandatory requirement – a share transfer agreement without notarial form is void.

Key steps in the process:

1. Due diligence – verify the seller’s title to the shares, any existing encumbrances, and the company’s current status.
2. Share transfer agreement – prepared by the notary, containing the terms of the transfer, purchase price, and any warranties.
3. Notarial execution – signing before the German notary. Powers of attorney can be used but must meet specific requirements.
4. Shareholders’ list update – the notary submits the updated list of shareholders to the Commercial Register.
5. Commercial Register notification – the transfer becomes effective vis-à-vis third parties upon registration.

Practical considerations for Polish entrepreneurs:

• Powers of attorney used for the notarial act may require apostille or legalization, depending on the notary’s requirements.
• KYC/AML checks are mandatory for all parties.
• Tax implications in both Germany and Poland must be analyzed (capital gains tax, withholding tax).
• Transfer pricing considerations if the transaction is between related parties.

Paweł Osiński

Attorney, expert in German corporate law and cross-border transactions

This is one of the most important articles I have written, because it addresses a problem that is growing exponentially and affects an increasing number of people – often innocent individuals who find themselves entangled in criminal proceedings for money laundering (Art. 299 of the Criminal Code) due to their involvement in peer-to-peer (P2P) cryptocurrency transactions.

The problem

P2P cryptocurrency exchanges (such as those available on Binance, Paxful, or LocalBitcoins) allow users to trade cryptocurrency directly with each other, without an intermediary. While this is technologically innovative and legally permitted, it creates significant criminal risks that most users are unaware of.

How does it happen?

The typical scenario:

1. A person (let’s call them A) offers to sell cryptocurrency on a P2P platform.
2. A buyer (B) purchases the cryptocurrency, paying to A’s bank account via regular bank transfer.
3. Unknown to A, the funds transferred by B come from criminal activity (fraud, theft, drug trafficking).
4. When the victim of the original crime reports to police, the trail leads to A’s bank account.
5. A is now suspected of money laundering under Art. 299 of the Criminal Code.

The legal trap

Art. 299 of the Criminal Code is broadly worded. It penalizes anyone who receives, transfers, converts, or transports means of payment, financial instruments, or other values derived from criminal activity, or takes other actions that may frustrate or significantly impede the determination of their criminal origin. Critically, Art. 299 §5 provides that even a person who did not know but could have known the criminal origin of the funds may be held liable (negligent money laundering).

Why P2P is particularly risky:

• No KYC on counterparty – on most P2P platforms, you know very little about the person you are trading with.
• Direct bank transfers – funds flow directly through your bank account, making you a link in the money trail.
• Volume and pattern – regular P2P trading creates a pattern of receiving multiple transfers from different persons, which triggers AML alerts at banks.
• Bank account blocking – banks will freeze your account upon receiving suspicious activity reports, cutting off access to your own funds.
• Criminal investigation – even if you are ultimately cleared, the investigation can last years and involve seizure of your assets.

My advice

• Avoid P2P altogether – use regulated exchanges with proper KYC/AML procedures instead.
• If you must use P2P – trade only with verified users, keep detailed records of every transaction, set low limits, and document the source of counterparty funds.
• Monitor your bank account – if you notice suspicious incoming transfers, contact your bank immediately.
• If contacted by police – do not give statements without a lawyer present. Contact a lawyer specializing in cryptocurrency crime immediately.

The consequences of negligent P2P trading can be devastating: criminal record, asset seizure, frozen bank accounts, and imprisonment of up to 3 years. It is simply not worth the risk.

Paweł Osiński

Attorney, expert in cryptocurrency crime, money laundering, and AML regulations

Cryptocurrency fraud victims often face a dead end: the scammers are anonymous, operating from untraceable locations, and the cryptocurrency is already moved beyond recovery. However, there may be another avenue: directing claims against the banks through which the fraudulent transfers were made.

Art. 46 of the Payment Services Act

This provision provides that a payment service provider (bank) must return the amount of an unauthorized payment transaction to the payer immediately, and in any case no later than by the end of the next business day. The key question is whether a fraud victim’s transfer to a scammer can be considered “unauthorized.”

The legal argument

The core argument is that while the victim technically authorized the transfer, the authorization was obtained through fraud (deception, manipulation, social engineering). There is a growing body of case law, particularly in the UK and EU, supporting the position that banks have obligations beyond simply executing customer orders – they must also implement effective fraud prevention measures and may be liable when those measures fail.

Bank’s duty of care

Banks, as institutions regulated under AML laws, have specific obligations to detect and prevent suspicious transactions. When a customer makes multiple high-value transfers to accounts in high-risk jurisdictions, and the pattern matches known fraud typologies, the bank arguably has a duty to intervene – by flagging the transaction, contacting the customer, or temporarily blocking the transfer.

Practical assessment

While this legal avenue is not yet well-established in Polish courts, it represents a promising direction for victims. The success depends on:

• The specific circumstances of the fraud
• Whether the bank’s systems should have detected the suspicious activity
• The applicable AML and consumer protection regulations
• Available case law precedents

I believe this area of law will develop significantly in coming years as cryptocurrency fraud continues to grow and courts are forced to address the responsibilities of financial institutions in preventing it.

Paweł Osiński

Attorney, expert in cryptocurrency fraud and banking law

I express my sincerest regret for using, in a public forum in relation to the argumentation of the representative of the Institution, the term “labor camp.” These words could have damaged the good name and image of the Institution, which was never my intention.

The Social Insurance Institution (ZUS) expressed reservations regarding the term I used in the courtroom and in a post on my website dated August 24, 2022, where, as part of a polemic and taking a position in a case concerning ZUS, I used the above-mentioned term. Acknowledging the concerns raised, I express my regret for the possible negative associations that my statement may have caused. My intention was solely a substantive and emotional polemic in court, not causing harm to the Institution.

Paweł Osiński

Attorney

This article analyzes the legal aspects of defamation in the workplace, specifically when a superior defames a subordinate during the exercise of official duties. Based on a real case that concluded with a final conviction of the superior, I discuss the legal framework, practical considerations, and implications for both employees and employers.

Art. 212 of the Criminal Code – Defamation

Art. 212 §1 of the Criminal Code provides that whoever imputes to another person, group of persons, institution, legal person, or organizational unit without legal personality, such conduct or characteristics that could degrade them in public opinion or expose them to the loss of trust necessary for a given position, occupation, or type of activity, shall be subject to a fine or restriction of liberty. Under §2, if the perpetrator commits the act through mass media, the penalty is more severe.

The case

In the case I handled, a superior in a state institution made defamatory statements about a subordinate during an official meeting. The statements imputed professional incompetence and dishonesty. The employee filed a private prosecution (as defamation under Art. 212 is prosecuted on private complaint). The District Court found the superior guilty, and the Regional Court confirmed the verdict on appeal.

Key legal issues:

• Official setting – defamation during an official meeting is still defamation. The official context does not provide immunity for defamatory statements.
• Burden of proof – the plaintiff must prove that the statements were made and that they could degrade the plaintiff in public opinion.
• Truth as defense – the defendant may invoke truth as a defense, but must prove the truthfulness of the statements.
• Consequences for a public official – a conviction for defamation can have serious consequences for a state employee, including potential disciplinary proceedings and disqualification from certain positions.

Practical advice for employees:

• Document everything – keep notes, recordings (if legal), and witness statements.
• Act within time limits – the private prosecution must be filed within one year of learning about the offense and the perpetrator.
• Consider the broader implications – filing a private prosecution against a superior is a serious step that may affect the employment relationship.
• Consult a lawyer before acting – the legal strategy must be carefully planned.

Paweł Osiński

Attorney, expert in criminal law and employee rights

The Family Foundation Act, which entered into force in May 2023, introduced a new legal institution into the Polish legal system. The family foundation is designed as a tool for intergenerational asset protection and succession planning.

Purpose of a family foundation

The primary purpose of a family foundation is to manage assets for the benefit of designated beneficiaries in accordance with the founder’s will. It is explicitly not designed for conducting business activity (although limited economic activity is permitted).

Key features:

• Minimum founding capital: PLN 100,000
• Founded by a natural person through a founding act (notarial deed) or by will
• Beneficiaries designated by the founder
• Governed by a management board, with mandatory supervisory board if more than 25 beneficiaries
• Registered in the National Court Register (KRS)

Tax treatment:

• Exempt from CIT on income from permitted activities
• 15% CIT on distributions to beneficiaries
• Beneficiaries in the closest family group (group 0) pay no personal income tax on distributions

Advantages:

• Asset protection from creditors of individual family members
• Structured succession planning without dividing the family business
• Tax-efficient distribution of income to family members

Limitations and risks:

• Recent and anticipated tax law changes create uncertainty
• Limited business activity scope
• Polish legal system instability affects the predictability of the institution
• Relatively high ongoing compliance costs

For these reasons, I consistently recommend that clients consider Liechtenstein as an alternative jurisdiction for family foundations, particularly when stability and predictability are paramount.

Paweł Osiński

Attorney, expert in family foundations and asset protection

The Family Foundation Act introduces a seemingly attractive instrument for Polish entrepreneurs seeking to protect their family assets and plan succession. However, based on my experience advising clients on both Polish and Liechtenstein foundations, I have serious reservations about the practical viability of this institution in the current Polish legal environment.

The promise

On paper, the Polish family foundation offers: asset protection from creditors of individual family members, tax-efficient succession planning, and a structured mechanism for managing family wealth across generations.

The reality

In practice, several factors undermine these promises:

• Tax instability – within months of the law taking effect, the Ministry of Finance signaled changes to the tax treatment of foundations, confirming that the preferential tax regime was being used primarily for tax optimization rather than genuine asset protection.
• Regulatory unpredictability – the Polish legal system is characterized by frequent, often poorly drafted legislative changes. For an instrument designed for multi-generational planning, this is a fundamental problem.
• Judicial uncertainty – disputes about foundations will be resolved by Polish courts, which face well-documented problems with case backlogs, quality of judgments, and independence.
• Limited substance – the foundation cannot conduct substantive business activity, limiting its usefulness for many family businesses.

The alternative: Liechtenstein

For these reasons, I consistently recommend the Principality of Liechtenstein as the preferred jurisdiction for family foundations. The Liechtenstein foundation offers nearly 100 years of legal stability, a specialized and efficient judiciary, and a proven track record of asset protection. Yes, it costs more – but premium products always do.

Paweł Osiński

Attorney, expert in family foundations

A case about the disappearance of PLN 1 million from Social Insurance Institution (ZUS) accounts ended with the acquittal of a ZUS employee accused of causing the loss. This case is significant not only because of its outcome, but because it reveals systemic problems in how public institutions operate and how their employees are treated when things go wrong.

The accused – a ZUS employee – was charged with causing the loss of public funds through negligence in her official duties. The prosecution argued that she failed to properly verify and process certain transactions, which led to unauthorized transfers totaling over PLN 1 million.

The defense

Our defense strategy focused on several key arguments:

• The internal control systems at ZUS were inadequate and did not provide employees with the tools to detect fraud.
• The employee followed established procedures and could not have been expected to detect the fraud given the information available to her.
• The actual perpetrators of the fraud exploited systemic weaknesses, not individual employee negligence.
• Holding a mid-level employee responsible for losses caused by systemic failures is fundamentally unjust.

The court agreed with our arguments and acquitted the defendant, finding that the prosecution failed to prove that her actions or omissions constituted criminal negligence.

Broader implications

This case highlights a troubling pattern in how Polish public institutions respond to internal failures: rather than addressing systemic problems, they seek individual scapegoats – typically lower-level employees who lack the power or resources to defend themselves. This is both unjust and counterproductive, as it discourages employees from reporting problems and creates a culture of fear rather than accountability.

Paweł Osiński

Attorney specializing in white-collar criminal law and employee rights

The European Arrest Warrant (EAW) is a simplified cross-border judicial surrender mechanism that replaced traditional extradition between EU Member States. Introduced by the Framework Decision 2002/584/JHA, it allows any EU court to issue a warrant for the arrest and surrender of a person in another EU country.

How does the EAW work?

• A court in the issuing state issues an EAW for a person suspected of committing a crime punishable by at least 12 months imprisonment, or who has been sentenced to at least 4 months.
• The EAW is transmitted to the executing state (where the person is located).
• The executing state must execute the warrant within strict time limits (60 days, extendable to 90 days).
• For 32 categories of offenses, double criminality is not verified – meaning the act does not need to be a crime in the executing state.

Why is the EAW dangerous?

• Speed over substance – the emphasis on speed can compromise the quality of judicial review.
• Mutual recognition flaws – the system is based on mutual trust between judicial systems, but in practice the quality of justice varies significantly across EU states.
• Proportionality concerns – EAWs have been issued for trivial offenses, disrupting people’s lives disproportionately.
• Detention conditions – the executing state should refuse surrender if there is a real risk of inhuman detention conditions, but this assessment is often superficial.
• Polish context – given the well-documented problems with the Polish justice system (pre-trial detention abuse, judicial independence concerns), EAWs issued by Polish courts may raise legitimate concerns.

Defense strategies:

• Challenge the proportionality of the EAW
• Raise human rights concerns regarding detention conditions
• Invoke the passage of time exception
• Challenge the double criminality requirement for non-listed offenses
• Argue ne bis in idem (double jeopardy)

Paweł Osiński

Attorney, expert in cross-border criminal law and EAW proceedings

In March of this year, I wrote about an outrageous case involving an example of the improper application of a disciplinary penalty at the 1st Branch of ZUS Warsaw. Outrageous, because in my assessment, such action constitutes a flagrant violation of employee rights in a public institution that should be an absolute example of proper application of the Labor Code. Instead, we are dealing with the use of legal instruments not to punish an employee for violating order regulations, but for any form of objection or having a different opinion from the branch management.

Dismissal of ZUS appeal

Now, I can report on the successful conclusion of this case. Today, the firm received the judgment of the Regional Court of July 27, 2022, dismissing the appeal of the 1st Branch of ZUS Warsaw. This means that the first instance judgment becomes final, and the actions of the Director of the 1st Branch of ZUS in Warsaw, who signed the decision to impose the aforementioned disciplinary penalty, were found to be erroneous and made without legal basis.

How the management of the 1st Branch of ZUS understands “mutual trust”

I have already written about the legal issues in this case, and I thought that now I would just directly quote two excerpts from the response to the ZUS appeal, which best – in my opinion – illustrate how dangerous the approach adopted by the management of the 1st Branch of ZUS in Warsaw is for ZUS employees.

Excerpt 1:

“In its appeal, the defendant essentially does not seem to polemicize directly with the understanding of the essence of disciplinary penalties presented by the District Court, but upon closer reading of the appeal, it appears that it takes the position that the employer can essentially impose a disciplinary penalty for any action of the employee that the employer subjectively considers improper. The defendant’s logic boils down to: disciplinary penalties can be imposed for any violations of work order and organization; any action of the employee that does not meet the employer’s expectations constitutes such a violation; therefore, disciplinary penalties can be imposed on the employee for essentially any action that the employer freely deems to be a violation of duties.

In other words: a labor camp where the employer can impose penalties on the employee for any violations of the rules prevailing in the workplace – assessed at the employer’s free discretion, even without the employee’s fault (!).”

Excerpt 2:

“Finally, it is worth referring to the fragment of the appeal in which the defendant emphasizes that ‘the employment relationship is a personal relationship between the employer and the employee, of a special character, and its foundation is mutual trust.’ From this undisputedly accurate formulation, the defendant surprisingly concludes that any action not to the employer’s liking may justify imposing a sanction on the employee in the form of a disciplinary penalty.

This principle of mutual trust, as can be seen, only applies in one direction, since the plaintiff was ‘asked’ to hand over her mobile phone before the meeting at which she was given the reprimand – an action aimed at intimidation and showing the state of ‘mutual trust’ in the plaintiff’s workplace.”

Conclusions from the case

This is only a small victory in the fight for ZUS to be a friendly and professional workplace, but in my opinion an extremely important one for many employees of this institution. It is a signal to them that it is worth fighting for their rights. Especially since they are the foundation of this institution and not the directors who violate employee rights. If ZUS employees realize this and, acting together, stand up for their rights, I am convinced that they are able to win such a legal battle and change a lot in their workplace.

Paweł Osiński

Attorney dealing with employee rights violations and economic and official crimes

As of August 1, 2022, regulations are in force in Germany that allow the establishment of a GmbH (limited liability company) and UG (simplified form of LLC) entirely online, without the need to visit a notary. The new regulations (Gesetz zur Umsetzung der Digitalisierungsrichtlinie), i.e., the Act implementing the Digitalization Directive, provide not only for the possibility of fully remote establishment of a GmbH/UG, but also for making certain filings with the commercial register operating in Germany.

In connection with the introduced changes, an IT system has been prepared through which parties will perform notarial activities necessary to establish a GmbH company. The IT system is available at https://online-verfahren.notar.de/ov/

Two language versions are available: German and English. The website contains additional extensive information about the functioning of the new regulations and the system itself.

In short, the parties should register in the system, where they will specify what activity they plan to perform, the date, and which notary. Identification of the parties will be done in two steps: first based on e-ID (electronic identity card) and second by the notary, through comparison of the party’s photo (linked to the e-ID) with their online image in the system. Signatures under the notarial deed will also be collected electronically, and no paper document will be prepared from the deed itself, only electronic confirmation.

Interestingly, a mixed form of the founding document is provided where some persons participate remotely and some in person before the notary. A special mobile application is also available on the system website: Notar-app.

As a reminder, the traditional way of establishing a GmbH requires the presence before a notary, preparation of the founding document, confirmation of the company agreement, and appointment of the first company bodies.

It is worth mentioning that online notarial activities are already available in the Netherlands, among others. There it works somewhat differently – without prior registration – but efficiently.

The system introduced from August 1, 2022 in Germany does not currently provide for the possibility of amending the company agreement, but it is already planned that such functionality will be active from August 1, 2023.

The implementation of this solution fulfills obligations arising from Directive (EU) 2019/1151 of the European Parliament and of the Council amending Directive (EU) 2017/1132 as regards the use of digital tools and processes in company law.

Paweł Osiński

Attorney specializing in supporting Polish entrepreneurs in German-speaking markets (Germany, Switzerland, Liechtenstein).

Contact: office@osinski-legal.com

The Principality of Liechtenstein has been a leading jurisdiction for private foundations since the introduction of the Persons and Companies Act (PGR) in 1926. Liechtenstein foundations are widely recognized as one of the most effective tools for long-term asset protection and intergenerational succession planning.

Why Liechtenstein?

• Legal stability – the foundation law has been stable for nearly 100 years with only evolutionary, not revolutionary changes.
• Strong privacy protections – foundation documents are not publicly accessible.
• Professional judiciary – three-instance court system with specialized expertise in foundation matters.
• Political and economic stability – AAA credit rating, low public debt, stable political system.

Key features of a Liechtenstein foundation:

• Minimum capital – CHF 30,000 (or EUR equivalent).
• Founder – the person who contributes assets and defines the foundation’s purpose in the founding documents.
• Foundation Council – the governing body, minimum 2 members, at least one must be a Liechtenstein-qualified person.
• Beneficiaries – defined by the founder in the statutes or by-laws (may be discretionary).
• Supervisory authority – the FMA (Financial Market Authority) for charitable foundations; private foundations are generally not supervised.

Tax treatment:

• Minimum annual tax of CHF 1,800 (Mindestertragssteuer).
• No tax on distributions to beneficiaries (at the Liechtenstein level).
• Tax implications in the beneficiaries’ countries of residence must be analyzed separately.

Establishment procedure:

1. Preparation of founding documents (statutes, by-laws, founding declaration).
2. KYC/AML verification of the founder and beneficiaries.
3. Notarial deed or certified private document.
4. Registration with the Commercial Register (optional for private foundations).
5. Opening of a bank account and transfer of foundation capital.

Paweł Osiński

Attorney, expert in Liechtenstein foundations and asset protection

Switzerland remains one of the most attractive jurisdictions for business in Europe. Despite not being an EU member, it maintains close economic ties with the EU through bilateral agreements and offers unique advantages for entrepreneurs.

Reason 1: Stability and predictability

Switzerland is synonymous with political and legal stability. The Swiss legal system is based on the rule of law, independent judiciary, and predictable regulatory environment. Tax rules are clear and rarely change abruptly. For an entrepreneur, this means the ability to plan long-term without fear of sudden regulatory changes.

Reason 2: Favorable tax system

Switzerland offers competitive corporate tax rates that vary by canton, ranging from approximately 12% to 22% effective rate. Some cantons, particularly Zug and Nidwalden, offer rates comparable to the most competitive jurisdictions globally. Additionally, Switzerland has an extensive network of double taxation treaties and favorable holding company and IP Box regimes.

Reason 3: International reputation and access

A Swiss company carries prestige and credibility in international business. Swiss banking infrastructure is world-class, and the country’s central European location provides excellent access to both EU and global markets. The workforce is multilingual and highly qualified.

Practical considerations

• The most common legal forms are AG (joint-stock company, minimum capital CHF 100,000) and GmbH (limited liability company, minimum capital CHF 20,000).
• Company formation requires a Swiss notary and registration with the Commercial Register.
• At least one person with signing authority must be resident in Switzerland.
• Swiss corporate governance standards are high, with stringent accounting and audit requirements.

Paweł Osiński

Attorney, expert in international corporate law

Disciplinary penalties in the workplace are regulated by the Polish Labor Code (Art. 108-113). They are a tool of the employer’s organizational authority, but their application is subject to strict legal conditions. In practice, however, employers – especially in public institutions – often abuse this instrument, using it to silence employees who express different opinions or question management decisions.

Legal framework for disciplinary penalties

Under the Labor Code, an employer may impose a disciplinary penalty only for:

• Violation of the established work organization and order.
• Violation of health and safety regulations or fire safety regulations.
• Unjustified absence from work.

Importantly, the penalty can only be imposed for specific, objectively verifiable violations of the rules, not for the employee’s attitude, opinions, or relationship with management.

The ZUS case

In the case I handled at the 1st Branch of ZUS Warsaw, a disciplinary penalty (reprimand) was imposed on an employee who expressed disagreement with management decisions during a team meeting. The employer qualified this as a “violation of work organization” and imposed a formal reprimand.

The District Court found this penalty to be unlawful. The court held that expressing a different professional opinion during a meeting does not constitute a violation of work organization. The employer cannot use disciplinary penalties to suppress legitimate professional discourse.

This case is a clear example of the misuse of disciplinary measures in public institutions and an important signal to employees that their rights are protected.

Paweł Osiński

Attorney specializing in labor law and employee rights

Cryptocurrency investment scams have become one of the most significant forms of cybercrime in Poland and worldwide. Based on my extensive experience handling such cases, I present a comprehensive analysis of this phenomenon.

How do these scams work?

The typical scheme involves: advertising on social media or Google promising extraordinary returns from cryptocurrency investments; a phone call from a “financial advisor” who guides the victim through the initial “investment”; small initial “profits” shown on a fake trading platform to build trust; requests for larger investments; and ultimately the inability to withdraw funds.

Key warning signs:

• Guaranteed returns of 100%+ per month
• Pressure to invest immediately
• Requests to install remote access software (AnyDesk, TeamViewer)
• Unregulated platforms with no verifiable history
• Payments to accounts in countries with weak AML controls

The state’s capitulation

One of the most frustrating aspects of this epidemic is the near-total inability of Polish state institutions to effectively combat it. Despite having legal tools available (AML reporting, international cooperation, bank transaction freezing), the practical response is painfully slow and often ineffective. Victims frequently report that police refuse to accept their complaints or treat them as civil matters rather than criminal investigations.

What victims can do:

• File a criminal complaint immediately
• Contact the bank to attempt transaction reversal
• Preserve all evidence
• Report to GIIF
• Consult a lawyer specializing in crypto fraud

Paweł Osiński

Attorney, expert in cryptocurrency fraud and cybercrime

I posed approximately this question in a text from September 27, 2019, published on my blog. On Monday, December 20, 2021, the Regional Court in Warsaw issued a final judgment in this case, dismissing the defendant’s appeal and fully upholding our position expressed in the lawsuit. I can therefore confirm the assumption made in September 2019: yes, the beneficial owner of a company is liable for obligations arising from the legal servicing of that company. Legal servicing that he, of course, ordered, authorized, and supervised.

Regional Court Judgment

The Regional Court in Warsaw completely dismissed the defense line presented by the defendant, which was mainly based on questioning the active standing of the Plaintiff and the passive standing of the Defendant. In other words, the defendant claimed that no cooperation (advisor-client relationship) connected us, and if anyone should be sued, it should be the Company, but certainly not him. The Regional Court rightly found, however, that a long-term cooperation existed between the parties, to which the provisions on mandate should be applied, i.e., Art. 750 of the Civil Code, and awarded the claim in full together with costs for both instances.

Practical implications

This ruling has significant practical implications for lawyers and advisors who provide services related to foreign companies. The key takeaway is that even when legal services are formally ordered for a foreign entity, the person who actually controls that entity, authorizes services, and benefits from them can be held personally liable for the fees. This is particularly important in situations where the foreign company itself has limited assets or has been dissolved.

The court established that what matters is not the formal party to the engagement, but the actual relationship between the advisor and the person exercising control over the company. This follows from the general principles of contract law and the provisions on mandate contracts under Polish law.

Paweł Osiński

Attorney, expert in international corporate law

I always tell my clients that what they should fear most from the tax system is not this or that tax rate, but the instability and carelessness in enacting and applying tax law provisions. Because one can eventually adapt to a given tax rate (e.g., by raising prices), but one cannot adapt to the unpredictability of the system – specifically, the people who create and operate this system.

But to the point. Since January 1, 2015, we have had CFC (Controlled Foreign Company) regulations with us – regulations that, under certain conditions, require including in the tax base of Polish tax residents the income of foreign companies and other foreign entities (including foundations). Regardless of the fact that these entities are taxpayers subject to taxation in their country of residence.

What are the CFC rules?

CFC rules aim to prevent tax base erosion through the use of entities in low-tax jurisdictions. Under Polish law, a foreign entity is considered a CFC if:

• The Polish tax resident holds directly or indirectly at least 50% of shares, voting rights, or profit participation rights.
• At least 33% of the entity’s revenue comes from passive income (dividends, interest, royalties, capital gains).
• The entity is subject to an effective tax rate lower than the difference between the Polish CIT rate and the actual tax paid abroad.

The practical consequence of CFC qualification is that the Polish shareholder must include the CFC’s income in their own tax base and pay Polish tax on it, regardless of whether any profit was actually distributed.

Recent changes

The latest amendments have significantly expanded the scope of CFC regulations, lowering thresholds and broadening the definition of passive income. This affects not only aggressive tax planning structures but also legitimate business operations conducted through foreign subsidiaries.

Entrepreneurs with foreign structures should urgently review their arrangements to ensure CFC compliance. The penalties for non-compliance include not only back taxes with interest but also potential criminal fiscal liability.

Paweł Osiński

Attorney, expert in international tax law and corporate structures

A reverse takeover (RTO), also known as a reverse merger, is an alternative path to the stock exchange that allows a private company to become publicly listed by acquiring or merging with an already listed company – the so-called “shell company.”

How does a reverse takeover work?

The process typically involves:

1. Identifying a suitable shell company – a publicly listed entity with minimal operations.
2. Negotiating the acquisition – the private company’s shareholders acquire a majority stake in the shell company.
3. Injecting the business – the private company’s operations and assets are transferred to the listed entity.
4. The resulting entity is publicly listed with the private company’s business.

Advantages over traditional IPO:

• Significantly faster – weeks to months vs. 6-12 months for an IPO.
• Lower cost – no underwriting fees, road shows, or extensive prospectus requirements.
• Less regulatory scrutiny at the entry stage.
• Market conditions are less relevant – no risk of IPO cancellation due to market downturn.

Risks and disadvantages:

• Shell companies may carry hidden liabilities or legal issues.
• Due diligence on the shell company is critical and often underestimated.
• Post-merger compliance obligations remain significant.
• Market perception – RTOs can carry negative connotations.
• Regulatory arbitrage concerns – regulators may scrutinize RTOs more closely.

Paweł Osiński

Attorney, expert in corporate law and capital markets

Cyprus has become one of the most popular destinations for individuals seeking to optimize their personal tax situation within the European Union. The Cypriot tax residency regime, particularly the non-domiciled (non-dom) status, offers significant advantages.

Non-domiciled status

A person who is a tax resident of Cyprus but not domiciled in Cyprus (non-dom) is exempt from the Special Defence Contribution (SDC) on:

• Dividend income
• Interest income
• Rental income

This exemption applies for a period of 17 years from the first year of tax residency. Combined with Cyprus’s extensive network of double taxation treaties and absence of inheritance tax, this makes Cyprus particularly attractive for high-net-worth individuals.

60-day rule

Since 2017, Cyprus offers a 60-day tax residency rule (as an alternative to the traditional 183-day rule). To qualify, a person must:

• Not spend more than 183 days in any other single country.
• Spend at least 60 days in Cyprus during the tax year.
• Not be a tax resident of any other country.
• Have a permanent residence in Cyprus (owned or rented).
• Conduct business in Cyprus, be employed in Cyprus, or hold a directorship in a Cypriot company.

Practical considerations:

• Tax registration with the Tax Department is required.
• Healthcare and social insurance contributions must be addressed.
• Banking relationships may require substance documentation.
• Exit taxation in the home country must be analyzed before relocation.

Paweł Osiński

Attorney, expert in international tax planning and relocation

Germany is Poland’s largest trading partner. For many Polish entrepreneurs, establishing a company in Germany is a natural step in the internationalization of their business. The GmbH (Gesellschaft mit beschränkter Haftung) is the most popular legal form for doing business in Germany, equivalent to the Polish limited liability company.

Four key requirements:

1. Notarial incorporation

Establishing a GmbH requires a notarial deed prepared by a German notary. Since August 2022, this can also be done online through the electronic notarial system. The minimum share capital is EUR 25,000 (or EUR 1 for UG – the simplified form).

2. Managing director (Geschäftsführer)

Every GmbH must have at least one managing director. The managing director does not need to be a German resident but must be able to exercise their duties. The managing director bears significant personal liability, including for tax obligations and social insurance contributions.

3. Business address and substance

The company must have a registered address in Germany. While a virtual office may suffice initially, tax authorities increasingly expect genuine business substance – actual operations, employees, or at least regular management activities conducted from Germany.

4. Registration and ongoing obligations

After notarial incorporation, the company is registered with the Trade Register (Handelsregister). Ongoing obligations include annual financial statements, tax returns, and compliance with German commercial law requirements.

Paweł Osiński

Attorney, expert in German corporate law and cross-border transactions

The introduction of the Family Foundation Act in Poland has given Polish entrepreneurs a new option for asset protection and succession planning. However, the question remains: is it better to establish a family foundation in Poland or in the Principality of Liechtenstein?

Poland – advantages:

• Lower establishment costs
• No need for foreign advisors
• Familiar legal system
• Tax exemptions on certain income

Poland – disadvantages:

• Legal instability and frequent changes
• Already signaled tax law changes within months of enactment
• Judicial system challenges (backlogs, quality concerns)
• Limited track record (new institution)

Liechtenstein – advantages:

• Nearly 100 years of stable foundation law
• Specialized, efficient judiciary
• Strong privacy protections
• International recognition and enforceability
• AAA-rated jurisdiction
• Proven track record in asset protection

Liechtenstein – disadvantages:

• Higher establishment and maintenance costs
• Need for local qualified persons on the foundation council
• Geographic distance

My recommendation

For genuine, long-term asset protection and succession planning – where the primary goal is security and stability – Liechtenstein remains the clear choice. For entrepreneurs seeking primarily domestic tax benefits with modest asset protection, Poland may suffice – but with the caveat that the regulatory environment may change at any time.

As I always tell my clients: a family foundation is a multi-generational decision. Choose the jurisdiction that will still be stable and predictable when your grandchildren need it.

Paweł Osiński

Attorney, expert in family foundations in Poland and Liechtenstein

In modern business, we constantly encounter terms such as: business ethics, violations, compliance, corporate social responsibility, and whistleblower protection.

All these terms share one common feature: their goal is to ensure that business activity – one of the most important areas of society’s functioning – takes place in a sustainable, stable manner, with compliance with rules established by society.

In other words, so that the free market competition, which is the foundation of our social system, takes place according to pre-established rules. So that it is free competition, but not arbitrary. Because otherwise, in a situation of such unrestrained market competition, the price for the economic success of some – achieved, as experience teaches, often through violations of either ethical or legal norms – and the failure of others, would ultimately be paid by states, individual social groups, and citizens.

As a result, without any exaggeration, it can be said that today, business ethics, long-term, sustainable, and responsible development are the foundation of the strategy of every larger company with global aspirations.

I am convinced, however, that in connection with this “trend” for business ethics, many managers of companies or offices have questions in their minds:

• What do these terms actually mean?
• What significance do they have for my company/institution?
• How to apply them in practice?
• And finally, are they essentially a burdensome ballast and invention, or an opportunity for development and strengthening?

I tried to address all these questions and doubts in the training on business ethics, prevention of violations and economic crime in the enterprise, and implementation of whistleblower protection regulations.

Training – a practical approach

The practical nature of the training means that its goal is that after its completion, participants not only have broader knowledge and theoretical foundations, but above all, acquire the ability to define where and when in their daily practice business ethics, violation prevention, or whistleblower protection apply or should apply.

Therefore, during the training, examples of violations, economic and financial crime that I have encountered in my legal practice will be discussed, including cases that went all the way to a court hearing ending with a verdict.

Thanks to this, the training gains value, as it is not based only on theoretical information, but shows how violations, conflicts of interest, and economic crimes occur in the realities of business operations, what their causes and consequences are, and how they can be prevented.

The training presentation is available at this link: Training presentation (PDF).

Implementation of whistleblower protection mechanisms in accordance with Directive 2019/1937

This Directive should be seen as a logical consequence of adopting the concept of basing business development on principles of ethics, social responsibility, and sustainable development. Whistleblower protection mechanisms are nothing more than actions to ensure that the rules of market competition are actually applied for the benefit of all.

Paweł Osiński

Attorney

Today I can report on the successful conclusion of a case concerning the charge of committing a so-called official crime under Art. 231 of the Criminal Code (abuse of authority by a public official or failure to perform an official duty).

Art. 231 of the Criminal Code

This provision penalizes a public official who, by exceeding their authority or failing to perform their duty, acts to the detriment of the public or private interest. It is one of the most commonly charged official crimes in Poland, but also one of the most frequently misapplied.

Key issues in this case:

• The prosecution must prove not only that the official acted beyond their authority or failed to perform a duty, but also that this action (or omission) was directed at harming a specific public or private interest.
• The “acting to the detriment” element requires proof of actual or potential harm, not merely a procedural irregularity.
• The official’s subjective intent is crucial – negligent breach of duty, while potentially subject to disciplinary proceedings, does not automatically constitute a criminal offense under Art. 231.

The court found that while the defendant may have made procedural errors in the exercise of their duties, the prosecution failed to prove the essential elements of the offense: intentional action directed at harming a specific interest. The acquittal confirms that Art. 231 should not be used as a catch-all provision to criminalize every mistake or error of judgment by a public official.

This case is particularly important in the current climate where prosecutors increasingly attempt to use Art. 231 to address what are essentially administrative or disciplinary matters.

Paweł Osiński

Attorney specializing in white-collar criminal law and defense of public officials

Cryptocurrency investment fraud is a plague of our times. Based on my experience as an attorney handling numerous cases of cryptocurrency fraud, I have compiled 7 practical rules that will help protect you and your assets.

Rule 1: If it sounds too good to be true, it is

No legitimate investment guarantees returns of 100%, 200%, or more. Promises of quick, guaranteed, risk-free profits are the hallmark of every scam. In the real world of investments, higher returns always come with higher risk.

Rule 2: Verify the entity

Before investing any money, verify who you are dealing with. Check: registration in official registers, physical address, team members’ identities, regulatory licenses, and reviews from other investors. If any of these cannot be verified – walk away.

Rule 3: Never invest under pressure

Scammers always create urgency: “limited time offer,” “last spots available,” “price going up tomorrow.” Legitimate investments do not require immediate decisions. Take your time to research and consult with professionals.

Rule 4: Be wary of unsolicited contact

If someone contacts you out of the blue with an “amazing investment opportunity” – via phone, email, social media, or dating apps – it is almost certainly a scam. Legitimate investment firms do not cold-call potential clients with guaranteed returns.

Rule 5: Understand what you are investing in

If you cannot explain the investment to a friend in simple terms, you probably don’t understand it yourself. Scammers deliberately use complex jargon and opaque structures to confuse victims. Ask questions until you fully understand the product.

Rule 6: Never give remote access to your devices

A common technique of crypto scammers is to ask victims to install remote access software (AnyDesk, TeamViewer) on their computers or phones. This gives them direct access to your bank accounts, cryptocurrency wallets, and personal data. No legitimate service provider would ask for this.

Rule 7: If you are a victim, act immediately

If you have been defrauded:

• Report to the police immediately.
• Contact your bank to block transactions.
• Preserve all evidence: screenshots, emails, transaction records.
• Consult a lawyer experienced in cryptocurrency fraud cases.
• Report to GIIF (General Inspector of Financial Information) if cryptocurrency transfers were involved.

Remember: the sooner you act, the greater the chance of recovering your funds.

Paweł Osiński

Attorney, expert in cryptocurrency fraud and cybercrime

The EU Directive 2019/1937 on the protection of persons who report breaches of Union law (the Whistleblower Directive) introduces significant new obligations for companies. Its implementation into Polish law requires businesses to establish internal reporting channels and protect whistleblowers from retaliation.

Who is covered?

The Directive applies to all organizations with 50 or more employees (with phased implementation). It protects a wide range of persons: employees, contractors, shareholders, volunteers, job applicants, and even former employees.

Key obligations for employers:

• Establish internal reporting channels that ensure confidentiality.
• Appoint a person or department responsible for handling reports.
• Respond to reports within defined timeframes (7 days for acknowledgment, 3 months for feedback).
• Protect whistleblowers from any form of retaliation.
• Maintain records of all reports.

The cultural challenge

The biggest challenge in implementing the Directive in Poland is not legal but cultural. The concept of whistleblowing carries negative connotations in Polish culture, often associated with “informing” or “betrayal.” Building a culture where reporting violations is seen as a positive contribution to the organization requires a fundamental shift in mindset.

My recommendation: approach implementation as an opportunity to strengthen organizational culture and ethics, not merely as a compliance exercise. Companies that genuinely embrace whistleblower protection will benefit from earlier detection of problems and stronger employee engagement.

Paweł Osiński

Attorney, expert in compliance and business ethics

Today, acting as defense counsel, I had the pleasure of hearing the judgment of the District Court in Łomża, acquitting my client of the charge of committing a crime under Art. 56 of the Fiscal Criminal Code (tax fraud).

The case is particularly interesting because the circumstance that prompted the Head of the Podlasie Customs and Fiscal Office in Białystok to bring charges was the fact that in 2012, the Cypriot company managed by the defendant paid him remuneration for serving as director in the amount of over PLN 5,000,000. The tax authority – acting as public prosecutor – questioned the payment of this remuneration in conjunction with several related transactions.

Art. 56 of the Fiscal Criminal Code (so-called tax fraud)

This provision penalizes taxpayers who, by providing false or incomplete data to the tax authority, expose public finances to loss by understating the tax obligation or overstating the tax refund. In the discussed case, the prosecution argued that the payment of director’s remuneration by the Cypriot company constituted a scheme aimed at reducing the tax obligation in Poland.

The court, however, after analyzing the evidence, concluded that the payment of the director’s remuneration was justified, consistent with the company’s articles of association and Cypriot law, and did not constitute tax fraud. The acquittal is an important signal that legitimate corporate structures and remuneration arrangements, even in international settings, should not be automatically treated as criminal schemes by tax authorities.

Paweł Osiński

Attorney specializing in white-collar criminal law and international corporate law

Often, the significance of a case is determined not by the monetary value of the dispute but by other circumstances. This is also the case here. Today, January 4, 2021, the firm was served a payment order in admonition proceedings issued by the District Court for Warsaw Śródmieście. The order was issued against the University of Warsaw. Its subject is the Court’s order to refund part of the tuition fees for part-time studies at the Faculty of Law and Administration of the University of Warsaw. The basis for the lawsuit was the fact that in the summer semester of the 2019/2020 academic year, due to restrictions caused by the COVID-19 pandemic, a significant portion of the semester’s classes did not take place or took place remotely with a significant deterioration in their educational value. The firm represented the plaintiff – a law student studying part-time.

I wrote about the Civil Code provisions providing the contracting party with specific rights to demand a reduction of fees for the service or even withdrawal from the contract already in March 2020, during the first wave of the pandemic.

A similar position was also taken by the – very recently active – President of the Office of Competition and Consumer Protection.

Of course, we expect the defendant, i.e., the University of Warsaw, to file an objection to this order within the statutory deadline and the case will probably go to trial in ordinary proceedings. However, the very fact that the court issued a payment order in admonition proceedings confirms that the presented legal argumentation and evidentiary material are coherent and convincing.

It is worth recalling that the court issues a payment order in admonition proceedings in cases where the plaintiff seeks a monetary claim, unless the claim is obviously unfounded or the statements of fact raise doubts. In other words, the court issues a payment order when the cited facts and legal arguments do not raise doubts.

I am now eagerly awaiting the expiry of the deadline for filing an objection to the payment order (two weeks). I also think that this payment order may encourage other students and parents of children using private education to exercise their rights under the Civil Code and request appropriate reductions in fees for educational services that were not de facto provided to them.

Especially since everyone would probably agree that the financial consequences of the COVID-19 pandemic should be appropriately and in accordance with the principles of economic coexistence distributed between both parties to a given contractual relationship, and not only on one party – the weaker one, which is usually the consumer.

Paweł Osiński

Attorney

UOKiK President’s decision on PLN 723 million fine – legal significance

The decision of UOKiK President Tomasz Chróstny of December 14, 2020, to impose over PLN 723 million in fines on the owner of the Biedronka store chain is undoubtedly a significant event. It is important not only for Biedronka’s contractors who were harmed by unlawful trade practices used – according to UOKiK’s findings – by the Biedronka chain. I would bet significant money that the same or similar practices are or were used by many other retail chains operating on the Polish market. This means that their legal departments are probably now conducting a nervous audit of clauses used in contracts with contractors, and the contractors of these chains – harmed by these practices – have just seen a real possibility of compensating their losses.

What practices did Biedronka use?

In short, the whole matter is that Biedronka demanded from its contractors – primarily food product suppliers (fruits, vegetables) – unlawful rebates. In principle, rebates are of course legal and retail chains often use them. However, regulations set certain limits on their application. Rebates that are unlawful and contrary to fair market practices are those that the contractor grants not in a contract concluded before the start of cooperation (then establishing the rules of these rebates) but those that the retail chain demands during the cooperation when it already has insight into turnovers and financial data for a given cooperation period.

Such arbitrary rebates meant that the contractor never knew how much they would de facto earn on given deliveries, because the retail chain could demand an additional rebate at any time. Refusal threatened financial penalties or termination of cooperation.

Will the decision survive judicial review?

From a legal perspective, the key question is whether the UOKiK decision will withstand review by the Court of Competition and Consumer Protection (SOKiK). History shows that many spectacular UOKiK decisions have been significantly reduced or even overturned by the courts. The burden of proof lies with UOKiK, and the evidentiary standard in court proceedings is rigorous.

For contractors of retail chains who believe they have been subjected to similar unfair practices, this decision is an important signal. It opens the door to potential claims for damages and shows that the regulator is willing to act decisively.

Paweł Osiński

Attorney, expert in business law and white-collar criminal law

The Constitutional Tribunal (or what is left of it) ruled today, October 22, 2020 (let us remember this date!), that the provisions regulating the conditions for permissible termination of pregnancy are unconstitutional. This means in practice that abortion in a situation where there is a high probability of severe and irreversible fetal disability or an incurable disease threatening its life will be illegal in Poland.

Leaving aside the political and legal storm this will cause, it is worth paying attention to the criminal law consequences of this ruling. The Criminal Code does not penalize the woman herself for having an abortion, but only persons who perform such a procedure – contrary to regulations – or assist in it or incite it (Art. 152-154 of the Criminal Code). This is an obvious measure to make such actions as difficult as possible for women.

Now, in the context of today’s Constitutional Tribunal ruling, it is worth recalling that Art. 152 § 2 of the Criminal Code penalizes persons who help a woman terminate a pregnancy in violation of the law. It should now be expected that this provision will be restrictively applied by law enforcement to combat the phenomenon of “abortion trips,” i.e., women’s trips aimed at undergoing an abortion in countries where it is possible without such restrictions as in Poland.

Art. 152 § 2 of the Criminal Code is a formal crime – meaning its application is independent of whether the pregnancy was actually terminated, and it is a universal crime – meaning anyone can commit it. We are talking about persons who help a woman realizing such intent by providing means of transport, driving, providing information, helping search for information, or covering the costs of the procedure.

How will this work in practice? We will find out soon. In any case, I assume that lawyers can prepare for a greater number of criminal cases involving assistance in performing an abortion. There will probably also be legal questions about how and in which country women can have an abortion without violating the law and without exposing their loved ones to the threat of criminal liability.

Paweł Osiński

Attorney

Contact: office@osinski-legal.com

This Tuesday, we successfully concluded, in the team of: attorney Paweł Osiński and attorney Przemysław Perka, a years-long legal battle regarding the joint and several liability of a board member of a capital company for the company’s tax obligations amounting to over PLN 8,000,000.

The party to the dispute – a former board member of a limited liability company – did not even have a chance to defend herself against the assessment decision against the company, as she was no longer a board member at that time. Simply, a few years after she had ended her cooperation with the company, it turned out that tax authorities were conducting proceedings against her on the basis of Tax Ordinance provisions on the joint and several liability of a board member for the company’s unpaid tax obligations (in this case, an undue VAT refund).

The Provincial Administrative Court annulled the decision imposing joint and several liability on the former board member. And now, after almost two years of waiting for a hearing date, the Supreme Administrative Court confirmed the unfoundedness of the cassation appeal of the Director of the Tax Administration Chamber, dismissing it entirely. The judgment is therefore final.

It is impossible to describe first the disbelief, and then the joy and relief of our client, for whom a traumatic period of life ends – living with the specter of an impossible and unenforceable obligation: the necessity of repaying for the rest of her life an amount on which interest accrued annually by over PLN 300,000.

Our satisfaction resulted not only from the victory (which is obvious), but above all from the fact that as attorneys – i.e., representatives of a profession whose essence is legal assistance – we had the opportunity to support with our knowledge a party that in our conviction was harmed in the given factual situation, and to a large extent by the actions of state administration.

In this case, our sad experience gained in numerous cases involving tax liability or financial/economic crimes was once again confirmed. Namely, tax authorities and the prosecutor’s office, having at their disposal numerous legal instruments that gave a chance to actually recover state treasury losses from the company itself or other actually responsible entities, preferred to take a shortcut, directing their actions against the former board member. Despite being aware that there was absolutely no possibility that this person could repay the awarded tax liability.

In my humble opinion, this happens because these legal instruments are complicated and time-consuming (e.g., international cooperation of tax authorities, legal assistance in criminal cases, or international cooperation in the AML area) and as a result are reluctantly used.

Tax authorities then settle for solutions such as assigning joint and several liability to a board member despite knowing that there is not the slightest chance of recovering even part of the awarded amount from that person. But what counts here is statistics. Awarded multi-million amounts look great in tables of “resolved cases” and at press conferences. Except that this has nothing to do with justice or care for public funds.

That is why, precisely in such cases where I feel that as a professional I am fighting not only in my client’s interest, but also for the proper application of legal norms – i.e., let us not be afraid of the word – for the administration of justice, the meaning of the attorney’s profession and the satisfaction of providing legal assistance manifests itself.

Paweł Osiński

Attorney

To all who were moved by the weekend arrests in Warsaw regarding Margot, I recommend the report of the Commissioner for Human Rights on the application of preventive measures in Poland.

https://www.rpo.gov.pl/pl/content/panel/prezentacja-bada%C5%84-o-stosowaniu-tymczasowych-aresztowa%C5%84-w-polsce

Among other things, it contains references to reports by the Helsinki Foundation for Human Rights and the Court Watch Poland Foundation, as well as judgments of the European Court of Human Rights (ECHR). This Court has repeatedly confirmed in its judgments the excessive, unjustified use of pre-trial detention in Poland, awarding compensation that was ultimately paid from taxpayers’ money, i.e., from all of us. Equally depressing are the conclusions from the two aforementioned reports, which in short boil down to the fact that the abuse of pre-trial detention in Poland is a systemic phenomenon, and pre-trial detention itself is in practice treated as the preferred, default preventive measure. This in turn is a violation of the principles on which criminal procedure is based, in particular the presumption of innocence. Not to mention the violation of the Constitution, which in Art. 41 guarantees everyone the protection of personal liberty as one of the most important human rights.

I will describe the practice of applying pre-trial detention in cases involving economic crime in Poland and the absurdities associated with it in a separate post.

Paweł Osiński

Attorney practicing in business law and white-collar criminal law.

Art. 231 of the Criminal Code is one of the most important and at the same time most controversial provisions of Polish criminal law. It penalizes a public official who, by exceeding their authority or failing to perform their duty, acts to the detriment of the public or private interest.

Elements of the offense:

• Subject – only a public official (funktionariusz publiczny) as defined in Art. 115 §13 of the Criminal Code. This includes, among others, judges, prosecutors, police officers, local government officials, and employees of government agencies.
• Act – exceeding authority (acting beyond one’s competence) or failing to perform a duty (omission of a required action).
• Result – acting to the detriment of public or private interest. The harm does not need to materialize – the creation of danger to the interest is sufficient.
• Intent – the perpetrator must act intentionally, at minimum with indirect intent (dolus eventualis).

Common prosecution errors:

In my practice, I frequently encounter cases where Art. 231 is applied too broadly. Prosecutors tend to conflate procedural irregularities with criminal conduct, forgetting that not every breach of duty constitutes a crime. The key distinguishing factor is the element of intent and the direction of the action toward harming a specific interest.

Paweł Osiński

Attorney specializing in white-collar criminal law

German labor law provides employees with strong protection against dismissal (Kündigungsschutz). The German Protection Against Dismissal Act (Kündigungsschutzgesetz, KSchG) applies to employees who have been employed for more than 6 months in companies with more than 10 employees.

Key principles of German dismissal protection:

• Social justification requirement – a dismissal must be socially justified. There are three recognized grounds: person-related reasons (e.g., long-term illness), conduct-related reasons (e.g., breach of duty), and operational reasons (e.g., restructuring).
• Prior warning requirement – for conduct-related dismissals, the employer must generally issue a prior warning (Abmahnung) before termination.
• Works council consultation – if a works council exists, it must be consulted before any dismissal.
• 3-week deadline – employees must file a dismissal protection claim (Kündigungsschutzklage) with the labor court within 3 weeks of receiving the termination notice. Missing this deadline generally means accepting the dismissal.

Practical advice for Polish employees in Germany:

• Always seek legal advice immediately upon receiving a termination notice – the 3-week deadline is strict and non-extendable.
• Do not sign any settlement agreements without legal advice.
• Keep all documentation related to your employment and the circumstances of the dismissal.
• Many dismissal cases are settled with a severance payment (Abfindung), typically ranging from 0.5 to 1.0 monthly salary per year of employment.

Paweł Osiński

Attorney specializing in German labor law and cross-border employment matters

One of the most frequently asked questions in my practice related to the cryptocurrency market is where to establish a cryptocurrency exchange or exchange office. This is a legitimate question, as the choice of jurisdiction has far-reaching consequences – legal, regulatory, tax, and operational.

This overview is subjective and based on my professional experience advising clients on establishing and operating cryptocurrency businesses in various jurisdictions.

Key factors when choosing a jurisdiction:

• Regulatory clarity – does the jurisdiction have clear rules for cryptocurrency businesses?
• Licensing requirements – what type of license is required and how difficult is it to obtain?
• AML/KYC requirements – what are the anti-money laundering obligations?
• Banking access – can cryptocurrency businesses open and maintain bank accounts?
• Tax treatment – how are cryptocurrency transactions taxed?
• Operational costs – what are the costs of establishing and maintaining the business?

Jurisdictions worth considering:

1. Poland – since the implementation of MiCA, Poland offers a regulated framework. Registration with the GIIF is required. The advantage is operating in the home market; the disadvantage is regulatory uncertainty and changing rules.

2. Estonia – was once the go-to jurisdiction but has significantly tightened regulations, increasing capital requirements and compliance obligations.

3. Lithuania – relatively quick registration process, reasonable costs, EU access. Becoming increasingly popular.

4. Switzerland – the premium option. Clear FINMA guidelines, crypto-friendly banks, strong reputation. Higher costs but maximum credibility.

5. Malta – comprehensive Virtual Financial Assets Act (VFA). Full regulatory framework but complex and expensive licensing process.

My recommendation: choose the jurisdiction based on your actual business needs, not just tax or regulatory arbitrage. The era of jurisdiction shopping for cryptocurrency businesses is coming to an end as regulations converge globally through frameworks like MiCA.

Paweł Osiński

Attorney, expert in cryptocurrency regulations

The COVID-19 epidemic has created unprecedented challenges for entrepreneurs. This guide addresses the most pressing legal questions facing businesses during the pandemic.

1. Force majeure and contract performance

Can the epidemic be considered force majeure? In principle, yes – but only if the contract contains a force majeure clause and the epidemic directly prevents performance. Mere economic difficulty is not sufficient.

Key considerations:

• Review all existing contracts for force majeure clauses.
• Document all circumstances preventing performance.
• Notify counterparties promptly about the inability to perform.
• Consider negotiating amended terms rather than invoking force majeure.

2. Employment law issues

• Remote work – employers can order remote work during the epidemic without amending the employment contract.
• Reduced working time – possible under the Anti-Crisis Shield legislation with government subsidies for wages.
• Temporary layoffs (przestoj) – employees retain the right to remuneration during employer-ordered shutdowns.

3. Government support measures

• Wage subsidies from the Guaranteed Employee Benefits Fund.
• ZUS contribution exemptions for micro and small enterprises.
• Standstill loans (pozyczka na przestoj) for micro-entrepreneurs.
• PFR Financial Shield – direct financial support for businesses.

4. Tax implications

• Extended filing deadlines for certain tax returns.
• Possibility to defer tax payments or pay in installments.
• Retroactive application of tax losses.

Paweł Osiński

Attorney

This will be a short but substantive post. For the consideration of every citizen called to participate in the elections of May 10, 2020. The full text of Art. 165 of the Criminal Code is included below. The most important parts are underlined:

Art. 165. [Causing commonly dangerous conditions for life or health]

• § 1. Whoever causes danger to the life or health of many persons or to property of great value:

1) by causing an epidemiological threat or the spread of an infectious disease or animal or plant plague,
2) by manufacturing or introducing into circulation substances, food products, or other articles of common use that are harmful to health, or pharmaceutical products that do not meet applicable quality standards,
3) by causing damage to or disabling a public utility facility, in particular a facility supplying water, light, heat, gas, energy, or a facility protecting against or eliminating common danger,
4) by disrupting, preventing, or otherwise affecting the automatic processing, collection, or transmission of computer data,
5) by acting in another manner in particularly dangerous circumstances,
shall be subject to imprisonment from 6 months to 8 years.

• § 2. If the perpetrator acts unintentionally, they shall be subject to imprisonment up to 3 years.

• § 3. If the consequence of the act specified in § 1 is the death of a person or serious harm to the health of many persons, the perpetrator shall be subject to imprisonment from 2 to 12 years.

• § 4. If the consequence of the act specified in § 2 is the death of a person or serious harm to the health of many persons, the perpetrator shall be subject to imprisonment from 6 months to 8 years.

The above provisions are currently very relevant in the context of organizing mass gatherings, particularly elections, during an epidemic. Anyone who, by their actions or decisions, contributes to creating conditions that facilitate the spread of an infectious disease may potentially face criminal liability under this article.

This applies to both organizers and decision-makers who, despite the known epidemiological risks, decide to proceed with events that create conditions for the spread of the disease. The law does not require intent – even negligent (unintentional) creation of such danger is punishable.

Paweł Osiński

Attorney practicing in business law and white-collar criminal law

A large group of people affected by the current coronavirus epidemic are parties to private educational service contracts such as: kindergarten, school, undergraduate or postgraduate studies. Parents who signed long-term contracts for their children to attend kindergarten and school are in a particularly difficult situation. Under these contracts, they are obligated to pay tuition, but kindergartens and schools are closed.

In this regard, the following questions certainly arise about the legal situation of the parties to such unperformed educational service contracts:

• Should I pay tuition for school or kindergarten when services are not being provided?
• Can or should I terminate such a contract?

It is obvious that talks between educational service providers and interested parties will or at least should take place. Which, as a lawyer, I always recommend: agreement for many reasons is more beneficial for all parties than a usually lengthy and costly conflict. However, it is worth knowing our legal position before such talks. Talks are then more specific and parties have a faster chance of reaching a solution satisfactory for all.

Educational service contract

The above-mentioned contracts, whose subject is the provision of educational services, i.e., admitting a child to kindergarten, school, or admitting to university studies, are reciprocal contracts.

The definition of a reciprocal contract according to Art. 487 of the Civil Code is: “A contract is reciprocal when both parties undertake obligations in such a way that the performance of one is to be the equivalent of the performance of the other.”

In the case of educational service contracts:

• The service provider undertakes to provide educational services of specific quality and scope.
• The client (parent/student) undertakes to pay tuition.

When the service provider cannot perform its obligation (provide classes), the question arises whether the other party (parent/student) is still obligated to perform their obligation (pay tuition). Polish civil law provides clear answers to this question through the provisions on impossibility of performance and the right to reduce remuneration.

According to Art. 495 of the Civil Code, if performance becomes impossible due to circumstances for which neither party is responsible, the obligation is extinguished, and the party that was to receive the performance cannot demand counter-performance. In practice, this means that parents are entitled to demand a proportional reduction of tuition or a refund for the period when services were not provided.

Paweł Osiński

Attorney

The case of Zakłady Mięsne Henryk Kania is one of the most significant corporate fraud cases in Poland, involving allegations of accounting fraud, asset stripping, and the use of foreign corporate structures – including a Liechtenstein private foundation – to hide assets from creditors.

The case background

Zakłady Mięsne Henryk Kania was one of the largest meat processing companies in Poland, listed on the Warsaw Stock Exchange. The company went bankrupt in 2019 amid allegations of massive accounting fraud, leaving hundreds of creditors with unpaid claims totaling hundreds of millions of zlotys.

Key allegations include: falsification of financial statements to overstate the company’s value, creation of artificial receivables, and the systematic transfer of assets to structures outside Poland – including a private foundation in Liechtenstein – to place them beyond the reach of creditors.

Can creditors pursue a foreign foundation?

This is the central legal question. Pursuing assets in a Liechtenstein foundation presents unique challenges:

• Jurisdictional issues – creditors must establish jurisdiction in Liechtenstein courts or seek enforcement of Polish judgments there.
• Foundation structure – a properly established foundation is a separate legal entity; its assets do not belong to the founder.
• Fraudulent transfer doctrine – if assets were transferred to the foundation with the intent to defraud creditors, the transfer may be challenged (actio pauliana).
• Piercing the foundation veil – in extreme cases of abuse, courts may disregard the foundation’s legal personality.

Practical considerations:

• International cooperation between Polish and Liechtenstein authorities is essential but often slow.
• Legal costs of pursuing cross-border claims are significant.
• Timing is critical – limitation periods apply.
• Collective action by creditors may be more effective than individual claims.

Paweł Osiński

Attorney, expert in asset protection, private foundations, and cross-border litigation

Since January 1, 2019, Poland has implemented the Mandatory Disclosure Rules (MDR) regime, based on EU Directive 2018/822 (DAC6). This regime requires the reporting of certain tax arrangements to the Head of the National Revenue Administration (KAS).

What must be reported?

A tax arrangement that meets at least one of the “hallmarks” defined in the Tax Ordinance must be reported. These hallmarks include:

• General hallmarks – e.g., confidentiality clauses, success-based fees, standardized arrangements.
• Specific hallmarks – e.g., loss-making arrangements, conversion of income categories, circular transactions.
• Cross-border hallmarks – e.g., deductible cross-border payments, transfer pricing arrangements, structures exploiting differences between tax systems.

Who must report?

The primary reporting obligation falls on the “promoter” – typically a tax advisor, lawyer, or accountant who designs or offers the arrangement. If the promoter is bound by professional secrecy, the obligation shifts to the “beneficiary” (the taxpayer). In certain cases, the “supporter” (person assisting with implementation) may also have reporting obligations.

Penalties

Failure to report carries significant penalties under the Fiscal Criminal Code: fines up to 720 daily rates (potentially several million PLN) and in extreme cases, imprisonment. The penalties apply to individuals who fail to file the report, not to the entity.

Practical implications

The MDR regime has fundamentally changed the landscape of tax advisory in Poland. Every tax arrangement must now be analyzed through the MDR lens, and many previously routine structures may trigger reporting obligations. This has increased compliance costs but also transparency.

Paweł Osiński

Attorney, expert in tax law and compliance

Since October 13 of this year, the provisions of the Act of March 1, 2018 on Counteracting Money Laundering and Terrorist Financing (hereinafter the “Act”) are in force, regulating the establishment and functioning of the Central Register of Beneficial Owners (let us call it the “Register” or “CRBR”).

The task of the Register is to collect data on beneficial owners, i.e., persons exercising actual control over the company. The collection of this data is intended – according to the legislators’ intentions – to counteract money laundering and terrorist financing. In my opinion, this will only be an additional trouble for entrepreneurs, managers, and investors, and no registers will hinder those engaged in the aforementioned criminal activities. But dura lex sed lex.

The key obligations include:

• All commercial companies registered in Poland (limited liability companies, joint-stock companies, limited partnerships, general partnerships, etc.) must report their beneficial owners to the CRBR.
• The deadline for reporting is 7 days from the date of registration of the company in the National Court Register (KRS) or 7 days from any change in the reported data.
• Failure to comply may result in a fine of up to PLN 1,000,000.
• The person responsible for submitting the report is a member of the management board or partner authorized to represent the company.
• The report is submitted electronically through the ICT system maintained by the Ministry of Finance.

It is important to note that the beneficial owner is not always the direct shareholder. The Act defines a beneficial owner as a natural person who directly or indirectly exercises control over the company, including through ownership of more than 25% of shares, voting rights, or the ability to appoint or dismiss a majority of management or supervisory board members.

In complex ownership structures, identifying the beneficial owner may require tracing the entire chain of ownership to the ultimate natural person exercising control.

Paweł Osiński

Attorney, expert in AML regulations and corporate law

This week, the “Rzeczpospolita” daily reported on concerns in the modern business support services industry, related to the Council of Ministers’ adoption of the 2020 Budget draft, which included the infamous abolition of the 30-times-average-salary cap on social insurance contributions (ZUS). This change will undoubtedly hit the earnings of the highest earners, i.e., specialists in finance or IT, who work in large numbers in service centers located in our country, providing support for global corporations.

Competing for the Rich

While I would not expect sudden moves related to this, I would certainly expect quiet but well-thought-out decisions from enterprises with international scale of operations. Above all, one must realize that there is strong competition in Europe regarding tax incentives aimed at attracting qualified, well-paid specialists. In April 2019, the Greens/EFA Group in the European Parliament published an extensive summary comparing how individual EU countries compete with tax incentives for top earners, under the telling title “Competing for the Rich.”

The Netherlands is an excellent example of such targeted tax competition. Since 2012, the so-called 30% ruling has been in effect there – a tax privilege for highly qualified workers from abroad that allows 30% of their gross salary to be treated as a tax-free allowance. This means that the effective income tax rate for such a specialist is significantly lower than the standard rate.

This is one of the key instruments attracting specialists from all over the world to the Netherlands, particularly in the technology, financial, and scientific sectors. The Dutch approach is pragmatic: attract the best, give them favorable conditions, and benefit from their contribution to the economy.

Poland, meanwhile, is going in the opposite direction. Instead of creating incentives, it is introducing additional burdens on the highest earners. This may have long-term consequences for the competitiveness of the Polish economy in the fight for international talent.

Paweł Osiński

Attorney, expert in international corporate law

Today, the firm received the justification for the (not yet final) judgment of September 11, 2019, of the District Court for the Capital City of Warsaw, in which the Court confirmed that the beneficial owner who placed orders with a Polish lawyer (cooperating with a Cypriot lawyer) regarding the servicing of a company registered in the Republic of Cyprus is liable for those orders. On this basis, the Court awarded the claim in full, together with interest and costs of legal representation.

The outcome of this case was by no means obvious for the firm (and as we know, there are no obvious cases), and it will certainly attract the attention of many lawyers left with unpaid invoices for orders relating to companies in Cyprus (or other countries) that were widely used in Poland at the time, particularly in investment activities. The reality of business practice in Poland is unfortunately such that when the period when these companies had wide application ended, investors or entrepreneurs somehow lost interest and willingness to continue servicing them and liquidating them in accordance with local regulations. This lack of interest unfortunately also extended to numerous invoices issued by lawyers for the ongoing servicing of such companies, which many firms undoubtedly know well from their own experience.

In the above case, the fundamental dilemma, correctly resolved by the court, concerned who is liable for claims arising from legal and corporate services whose subject was a company based in Cyprus: the company itself, or the person who ordered its establishment and who placed the orders (the beneficial owner). The court resolved these doubts and found that the parties, i.e., the Polish lawyer and the defendant (the beneficial owner of the company), were bound by a legal relationship classified as a contract for the provision of services, to which the provisions on mandate apply accordingly (Art. 750 of the Civil Code).

I think this may be interesting news for many lawyers left with unpaid invoices for servicing companies based abroad, but also for beneficial owners of such companies who, in the heat of doing more business, “missed” settling these orders and properly closing, i.e., liquidating the company.

Paweł Osiński

Attorney

Expert in corporate law and international corporate law

The still vague announcement by Prime Minister Mateusz Morawiecki about “moving towards calculating ZUS contributions based on the entrepreneur’s income” has again brought solemn assurances that entrepreneurs are already leaving “for Slovakia” and warnings about a mass exodus of business abroad. I cannot count how many times I have seen such an economic mobilization. I will surely receive many calls and emails starting with the claim that supposedly in country “X” there is low ZUS and how to set up a company there.

Let us start with the myths. There is no, there has not been, and there will not be a great exodus of entrepreneurs. Not even because they are not tempted, but because such a business flight (let us call it more professionally – relocation of the company’s seat) is a very complicated process in which tax, legal, business, and personal issues must be considered. Carrying out such a transfer of business activity hastily and on impulse, without rational analysis, can prove costly and instead of savings cause only losses.

As for the facts, above all one must accept that in the era of MDR, CRS, CFC, the anti-avoidance clause, transparent UBO registers, and generally speaking – after the post-Panama Papers regulatory tightening – the room for maneuver for aggressive international tax planning has dramatically shrunk. This does not mean that international structures are pointless – it means they must be well-designed, compliant, and have genuine business substance.

The key factors to consider when thinking about relocating business abroad include: actual management location, tax residency of the entrepreneur, substance requirements, reporting obligations (CRS, MDR, CFC), and the total cost of maintaining a foreign structure (legal, accounting, banking fees).

In summary: there will be no escape. But there can be intelligent, well-planned internationalization of business – provided it is done properly, with proper legal and tax advice, and for genuine business reasons, not just to avoid ZUS.

Paweł Osiński

Attorney

Expert in international corporate law and cross-border transactions

When cultural or worldview-related conflicts enter the workplace, they raise complex legal questions about the limits of employee expression, employer obligations, and the balance between personal freedom and professional duty.

In my legal practice, I have increasingly encountered situations where political, social, or cultural disputes have spilled over into professional relationships, creating conflicts between employees, between employees and management, and raising questions about the boundaries of acceptable conduct in the workplace.

Key legal principles

Polish labor law establishes several important principles relevant to this issue:

• Freedom of expression – employees have the right to hold and express their views, including outside the workplace. However, this right is not absolute and must be balanced against professional obligations.
• Duty of loyalty – employees owe a duty of loyalty to their employer, which may limit certain forms of expression that could damage the employer’s interests or reputation.
• Anti-discrimination – employers must ensure that the workplace is free from discrimination on grounds of religion, beliefs, sexual orientation, and other protected characteristics.
• Employer’s organizational authority – employers have the right to establish rules of conduct in the workplace, including dress codes and codes of behavior.

The challenge lies in balancing these sometimes competing principles. An employer who tolerates harassment based on beliefs violates anti-discrimination rules. But an employer who excessively restricts employee expression may violate their personal rights.

My recommendation is always pragmatism: clear rules established in advance, applied consistently and without bias, with emphasis on mutual respect and professional behavior rather than attempting to regulate beliefs themselves.

Paweł Osiński

Attorney

The impulse for this post is that there is still a considerable group of clients from Poland using Cypriot companies in their activities, and new inquiries about setting up such a company still appear in my practice. And rightly so, because Cyprus is a great place to live and do business. But I see a lot of indecision and sometimes misunderstanding regarding the purpose of establishing such a company and how to then safely and sensibly use it.

My first piece of advice is to write down on a piece of paper 3 reasons why you have or plan to establish such a company. After reading this post, look at that piece of paper again and assess whether those reasons are still valid.

How it used to be…

For 12 years, I have been dealing with establishing and servicing companies abroad, predominantly those based in Cyprus. During this time, I could observe the changing legal environment and the change in expectations and goals of clients regarding the legal structure of their business.

Then, i.e., about 10 years ago and earlier, it was a time of unrestrained activity, tax optimization, legal freedom, where a company in Cyprus was opened in a week and a bank account was opened at a branch around the corner, possessing only scans of the company’s registry extract (!). A few years passed and establishing a company anywhere, and above all a bank account, became a tedious process of gathering KYC documents.

Three reasons why a Cypriot company still makes sense

1. Genuine business substance – if you actually run a business from Cyprus, with employees, office, clients, and real operations, a Cypriot company is a perfectly legitimate and efficient structure with a favorable 12.5% corporate tax rate.

2. Holding structure – Cyprus offers one of the most favorable holding regimes in the EU, with exemptions on dividends received and capital gains from the sale of shares. This makes it an attractive location for holding companies owning subsidiaries in other countries.

3. International contracts and IP – for companies dealing with international clients and intellectual property, Cyprus offers a favorable IP Box regime and a wide network of double taxation treaties.

When a Cypriot company does NOT make sense

If the sole purpose is tax optimization without genuine business substance in Cyprus, such a structure is increasingly risky and difficult to maintain. CFC rules, MDR reporting, substance requirements, and automatic information exchange (CRS) have made purely artificial structures essentially pointless and potentially illegal.

My conclusion: a company in Cyprus still makes sense, but only when it has a genuine business purpose beyond mere tax savings. The era of “envelope companies” is definitively over.

Paweł Osiński

Attorney, expert in international corporate law

Asset protection: Who is the beneficial owner of a private foundation?

The currently unfolding case of fraud related to a certain real estate development investment involving two towers has caused the terms “beneficial owner” and “person exercising actual control” to appear in the public space in relation to a certain foundation and its subsidiary company.

It is worth using this opportunity to remind the principles regarding the determination of who is the beneficial owner of a similar entity – a private foundation, which is finding increasing use among wealthy clients.

What is a private foundation?

It is a type of legal entity not known under Polish law but existing in many other jurisdictions, particularly in Liechtenstein, Austria, Panama, and the Netherlands Antilles. A private foundation is established by a founder who contributes assets to it. The foundation then manages these assets for the benefit of designated beneficiaries according to the rules set out in the foundation’s statutes.

The key feature of a private foundation from an asset protection perspective is the separation of assets from the founder. Once assets are contributed to the foundation, they belong to the foundation as a legal entity, not to the founder. This provides protection against creditors, inheritance disputes, and political risks.

Determining the beneficial owner of a private foundation is particularly complex because the traditional ownership structure (shareholder → company) does not apply. Instead, there are multiple parties with different roles: the founder, the foundation council (board), and the beneficiaries.

Under AML regulations, all of these parties may need to be disclosed as beneficial owners depending on the level of control they exercise over the foundation and its assets.

Paweł Osiński

Attorney, expert in asset protection and private foundations

Switzerland, and particularly the canton of Zug – known worldwide as “Crypto Valley” – has become one of the leading global centers for blockchain and cryptocurrency projects. This reputation is not accidental but the result of a deliberate regulatory approach that combines legal clarity with openness to innovation.

Why Switzerland for an ICO?

• Clear regulatory framework – FINMA (the Swiss Financial Market Supervisory Authority) published guidelines on ICOs in February 2018, providing clear classification of tokens into payment tokens, utility tokens, and asset tokens. Each category has different regulatory requirements.
• No specific ICO legislation – rather than creating a new law, Switzerland applies existing financial market laws (Banking Act, Securities Act, Anti-Money Laundering Act) to token offerings based on their economic function. This pragmatic approach provides flexibility.
• Foundation structure – many ICO projects use the Swiss foundation (Stiftung) structure, which provides governance flexibility and tax advantages.
• Crypto-friendly banking – several Swiss banks, including Sygnum and SEBA, hold FINMA licenses and provide banking services specifically for blockchain companies.
• International reputation – Switzerland’s reputation for stability, rule of law, and financial sophistication provides credibility to blockchain projects.

Practical considerations

• AML/KYC compliance is mandatory for all token offerings.
• Projects must carefully analyze whether their tokens qualify as securities under Swiss law.
• The establishment and ongoing costs of a Swiss structure are significant but reflect the quality and reliability of the jurisdiction.

Paweł Osiński

Attorney, expert in cryptocurrency regulations and international corporate structures

The pace and scale of changes in national legislation in recent years prompt lawyers, tax advisors, and above all taxpayers themselves to ask the above question.

Our firm has been serving clients for over 10 years in the area of effective and safe planning of tax consequences of their investments and business projects. During this time, the tax environment has changed radically not only in Poland but also worldwide. The legal solutions we proposed to our clients in 2008 and those we can propose now are diametrically different, illustrating how rapidly the legal environment around us is changing and how important it is to continuously adapt your business plan to these new circumstances.

In this relatively short period, significant changes have occurred in national regulations, being the effect of a broader trend among OECD countries and the European Union, aimed at counteracting tax base erosion and profit shifting (BEPS – Base Erosion and Profit Shifting).

Key changes affecting tax planning:

• CFC rules (Controlled Foreign Companies) – obligation to tax income of foreign subsidiaries in certain conditions.
• MDR (Mandatory Disclosure Rules) – obligation to report tax schemes to the Head of the National Revenue Administration.
• CRS (Common Reporting Standard) – automatic exchange of financial information between countries.
• Anti-avoidance clause – tax authority can disregard a transaction that was done primarily for tax reasons.
• Transfer pricing regulations – tightened rules for transactions between related entities.
• UBO registers – transparent registers of beneficial owners.

Is tax planning still possible?

Yes, but it requires a fundamentally different approach than 10 years ago. Modern tax planning must be:

• Substance-based – structures must have genuine business purpose and real operations.
• Compliant – full compliance with all reporting obligations (MDR, CRS, CFC, transfer pricing).
• Transparent – readiness for full disclosure to tax authorities.
• Proportional – tax savings must be proportional to the business risk and operational complexity.

The era of aggressive tax optimization using shell companies and artificial structures is definitively over. What remains is intelligent, compliant international business structuring that delivers genuine operational benefits alongside legitimate tax efficiency.

Paweł Osiński

Attorney, expert in international tax planning and corporate structures

The Federal Republic of Germany is Poland’s most important trading partner. Trade between the two countries reached a record EUR 100 billion in 2016. Germany is one of the strongest economies in the world, a huge market (82.5 million inhabitants) with very high purchasing power, and also the most important investor in Poland (approx. 20% of all foreign investments).

Undoubtedly, this is a market that is extremely attractive but also demanding for Polish entrepreneurs. The legal and tax system can be described as highly regulated, complex, and complicated, but its undeniable advantage is stability. A stable political system, friendly and matter-of-fact public administration, and efficiently functioning courts are obvious advantages.

In this brochure, we describe the procedure and requirements for establishing a Gesellschaft mit beschränkter Haftung (hereinafter “GmbH”) as the equivalent of the Polish limited liability company, due to the obvious popularity of this form of business activity in Germany.

We invite you to read the full version of the information brochure »

The Republic of Cyprus has enjoyed a reputation for over 30 years as a legal system offering investors and entrepreneurs from around the world professional and flexible legal, tax, and financial solutions. A friendly tax system and public administration attitude, efficiently functioning courts, a stable legal and tax system, and qualified specialists in law, tax, and finance have made Cyprus renowned as a regional center for legal and financial services.

We can list the following legal solutions from the international financial services sector that are popular among clients from around the world:

1. Alternative Investment Fund.
2. Cyprus Investment Firm.
3. Public Limited Company with shares listed on the Nicosia stock exchange.

In this brochure, we present the procedure for establishing and obtaining authorization for an investment firm in Cyprus before the local supervisory authority, i.e., the Cyprus Securities and Exchange Commission (hereinafter “CySec”).

We invite you to read the full version of the information brochure ».