How is an audit of a family foundation conducted? Deadlines, scope of review, and auditors' powers

This article addresses the following questions:

• What is an audit of a family foundation?
• How often should a statutory audit be carried out and what deadlines apply?
• Who may audit a family foundation and what qualifications must an auditor hold?
• What does the audit of a family foundation cover and which areas of operations and asset management are under review?
• What is the outcome of the audit and what does the audit report look like?
• Why is the audit of a family foundation more than merely a statutory obligation and how does it impact asset security and corporate governance?

A family foundation is one of the tools used in succession planning introduced into the Polish legal system on 22 May 2023. Its statutory purpose is to accumulate assets, manage them in the best interest of beneficiaries and provide benefits to the said beneficiaries. However, the operation of a family foundation involves not only privileges but also specific oversight obligations. At least once every four years, as part of a mandatory audit, the foundation should undergo an independent review of its asset management activities^1,2. What does this process involve and who is authorised to conduct it? To clarify this, we discuss the key aspects of the audit of a family foundation – a mechanism that both meets the legal requirements imposed on these entities and supports their ongoing operations.

Mandatory nature and deadlines for conducting an audit of a family foundation

The obligation to audit a family foundation with respect to its past operations is absolute and cyclical. Under the Act of 26 January 2023 on Family Foundations (Journal of Laws, item 326, as amended) (hereinafter referred to as the "Act"), an audit covering asset management, the incurring and fulfilment of obligations and public-law liabilities must be carried out at least once every four years. 

This deadline constitutes a statutory maximum. It is therefore impermissible to exclude it (or extend the four-year period) through relevant provisions in the statute of the family foundation or by a resolution of the beneficiaries’ assembly³.

However, the legislative has allowed foundations to increase the frequency of audits. Under the relevant provisions of the family foundation's statute (or by resolution of the beneficiaries’ assembly), an audit may be conducted more frequently than once every four years, or even voluntarily on an ad hoc basis.

An important exception to the four-year cycle arises when the scale of a family foundation's activities results in its financial statements being subject to mandatory audit under the Polish Accounting Act of 29 September 1994 (consolidated text, Journal of Laws of 2026, item 522)⁴. In such cases, the mandatory audit must be conducted annually before the approval of the financial statements⁵, and its timing coincides with the date of the audit of the financial statements.

Who may audit a family foundation and what qualifications must an auditor hold?

The selection of the entity conducting the audit lies within the competence of the beneficiaries’ assembly, which may commission this task to either an audit firm or a team of auditors. Although the Act permits both options, appointing a team of auditors⁶ is generally considered more justified, as it ensures an interdisciplinary approach to the audit.

The audit team must consist of at least three individuals, namely three specified experts: a statutory auditor, a tax advisor and an attorney-at-law or legal counsel.

Although the legislation does not provide detailed guidelines on the content of the resolution by which the beneficiaries’ assembly appoints the entities responsible for conducting the audit, it seems advisable for such a document to explicitly indicate either the specific audit firm or the exact composition of the audit team⁷.

The key condition for allowing particular experts to audit a given family foundation is that they maintain complete independence and impartiality, which is intended to eliminate the risk of a conflict of interest⁸. Therefore, specific criteria are set for auditors and failure to meet these criteria (whether in whole or in part) disqualifies the individual from participating in the audit⁹.

An audit of a family foundation may be carried out by a person who, during the audited period and throughout the audit itself:

1. is independent from the family foundation,
2. has not participated and does not participate in the decision-making process of the family foundation,
3. has not provided and does not provide financial audit or consulting services to the family foundation.

The above conditions mean that, as a rule, the auditor of a family foundation cannot be its founder, beneficiary, member of the governing bodies or employee.

The prohibition on acting as an auditor also extends to individuals who maintain close relationships with members of the management board or supervisory board of the foundation, as well as to advisors who assisted the foundation in preparing its statute and registration documents, provided ongoing legal advice, advised on tax planning or participated in the audit of the financial statements of the family foundation¹⁰.

Importantly, when assessing their independence and impartiality, auditors may refer to the ethical standards of their respective professions¹¹.

Scope of the audit of a family foundation – which areas of activity and asset management are under review?

The audit of a family foundation is multifaceted, which distinguishes it from a standard audit of financial statements¹². The minimum scope of the audit focuses on two areas¹³:

• management of the foundation’s assets,
• incurring and fulfilling the foundation’s obligations and public law liabilities.

Each of these areas is assessed by experts in terms of:

• correctness,
• reliability,
• compliance with the law,
• alignment with the objectives of the family foundation,
• consistency with the foundation’s documents¹⁴.

In practice, the audit process includes detailed activities during which auditors¹⁵:

• assess asset-management policies in light of the foundation’s statutory objectives, analyse the inventory of assets and check whether the business activity conducted falls within the scope permitted by law (Article 5 of the Act),
• verify the current list of beneficiaries and payments made to them,
• examine the proper appointment of governing bodies, the correct calculation of their terms of office, the validity of their resolutions and the correctness of the representation rules,
• analyse contracts and obligations,
• verify the correctness of public-law settlements and maintenance obligations.

What documents are auditors of a family foundation entitled to access?

Under Article 80 of the Act, the audit firm and each member of the audit team have the right to request documents from the family foundation's management board. The catalogue of such documents is open, and the Act explicitly lists them, including the current list of beneficiaries, which is necessary, for example, to verify the correctness of benefits paid.

In practice, to ensure a reliable audit, auditors should be given access to a wide range of documents, including:

• financial and accounting documentation,
• corporate documentation,
• contracts concluded by the family foundation,
• the inventory of assets and its updates,
• internal investment policies.

This broad scope of access is necessary to enable auditors to conduct the review from three perspectives – legal, financial and tax.

Importantly, the management board is not authorised to verify or question auditors’ requests for access to documents – unless such a request clearly concerns documents that fall outside the scope of the audit¹⁶ and are entirely unnecessary for its performance.

What is the outcome of the audit and what does the audit report look like?

The audit results in a written report, which the audit firm (or team of auditors) submits to the family foundation's management board.  While the relevant regulations do not impose a fixed template or form for such a report, its content must comprehensively present the auditors' conclusions on all aspects subject to audit review (namely, matters related to the management of the family foundation's assets and the incurring and fulfilment of its obligations and public law liabilities¹⁷).

The management board of the family foundation is under an absolute obligation to present the report to the supervisory board (or – if one has not been established – to the beneficiaries’ assembly) at the next meeting of that body.

The impartiality of the audit of a family foundation is guaranteed by the fact that its management board is not authorised to make any changes to the content of the report prepared by the auditors¹⁸. 

The report serves as an objective source of information for the foundation’s governing bodies regarding its situation and may form the basis for future decisions, as well as – if irregularities are detected – for implementing corrective measures.

Why is the audit of a family foundation more than merely a statutory obligation and how does it impact asset security and corporate governance?

Treating the audit of a family foundation as merely a formality or a “box-ticking” exercise is a mistake. A well-prepared audit report is a comprehensive supervisory tool that goes far beyond a standard audit of financial statements. Owing to the rigorous requirements regarding the composition and independence of the audit team, the foundation gains assurance that the audit is conducted in an interdisciplinary and objective manner, free from any conflicts of interest.

The key benefit of the audit of a family foundation is its broad scope, which makes the resulting report a valuable instrument for early risk detection.

Summary

A professionally conducted audit of a family foundation is a supervisory mechanism that supports the foundation's long-term stability. Regular, interdisciplinary monitoring enables efficient risk management and helps maintain strong corporate governance.

The audit of a family foundation is therefore an investment in the foundation's sustainability, allowing it to operate without exposing itself to legal, tax, and financial risks. If you require a reliable audit carried out by specialists who understand the specific nature of family foundations, we encourage you to seek the professional support of RSM Poland's corporate advisory team.

¹ Uzasadnienie projektu ustawy, druk sejmowy nr 2798, Sejm RP IX kadencji, p. 39., G. Keler [in:] R. Adamus, P. Stec (ed.), 
² „Fundacje rodzinne. Komentarz”, 1st edition, 2024, art. 77. 
³ P. Popardowski [in:] K. Osajda (ed.), „Ustawa o fundacji rodzinnej. Komentarz”, 1st edition, 2025, art. 77.
⁴ Art. 64(1)(4) of the Act of 29 September 1994 on Accounting (consolidated text: Journal of Laws 2026, item 522).
⁵ G. Keler [in:] R. Adamus, P. Stec (ed.), „Fundacje rodzinne. Komentarz”, 1st edition, 2024, art. 79.
⁶ P. Szot, „Podmioty uprawnione do przeprowadzenia audytu fundacji rodzinnej” [in:] M. Białas, P. Szot, „Fundacja rodzinna. Ujęcie prawne, podatkowe i bilansowe”, 2025.
⁷ P. Popardowski [in:] K. Osajda (ed.), „Ustawa o fundacji rodzinnej. Komentarz”, 1st edition, 2025, art. 77.
⁸ A. Krysik [in:] A. Krysik, „Ustawa o fundacji rodzinnej. Komentarz”, 2nd edition, 2025, art. 78.
⁹ G. Keler [in:] R. Adamus, P. Stec (ed.), „Fundacje rodzinne. Komentarz”, 1st edition, 2024, art. 78.
¹⁰ P. Szot, „Podmioty uprawnione do przeprowadzenia audytu fundacji rodzinnej” [in:] M. Białas, P. Szot, „Fundacja rodzinna. Ujęcie prawne, podatkowe i bilansowe”, 2025.
¹¹ P. Szot, „Podmioty uprawnione do przeprowadzenia audytu fundacji rodzinnej” [in:] M. Białas, P. Szot, „Fundacja rodzinna. Ujęcie prawne, podatkowe i bilansowe”, 2025.
¹² A. Mitręga [in:] P. Grabowski, D. Leszczyk (ed.), „Ustawa o fundacji rodzinnej. Komentarz”, 1st edition, 2023, art. 77, Nb 1.
¹³ P. Popardowski [in:] K. Osajda (ed.), „Ustawa o fundacji rodzinnej. Komentarz”, 1st edition, 2025, art. 77.
¹⁴ G. Keler [in:] R. Adamus, P. Stec (ed.), „Fundacje rodzinne. Komentarz”, 1st edition, 2024, art. 77.
¹⁵ P. Szot, „Podmioty uprawnione do przeprowadzenia audytu fundacji rodzinnej” [in:] M. Białas, P. Szot, „Fundacja rodzinna. Ujęcie prawne, podatkowe i bilansowe”, 2025.
¹⁶ P. Popardowski [in:] K. Osajda (ed.), „Ustawa o fundacji rodzinnej. Komentarz”, 1st edition, 2025, art. 80.
¹⁷ P. Popardowski [in:] K. Osajda (ed.), „Ustawa o fundacji rodzinnej. Komentarz”, 1st edition, 2025, art. 81.
¹⁸ G. Keler [in:] R. Adamus, P. Stec (ed.), „Fundacje rodzinne. Komentarz”, 1st edition, 2024, art. 81.