A family foundation is a relatively new institution in Polish law, introduced two years ago by the Act of January 26, 2023, on Family Foundations. The ability to establish such an entity was introduced primarily to enable entrepreneurs to secure the succession of their businesses in an undivided form, as well as to ensure the implementation of their own vision for managing them even longer after the founder’s death. Only a natural person with full legal capacity can be the founder of a family foundation. They can establish the foundation and designate its beneficiaries—themselves, relatives, or public benefit organizations—in their will or deed of incorporation. Both deeds should be executed by a notary. Unlike an Anglo-Saxon trust, a family foundation is not a legal relationship but a separate legal entity. Upon establishment, it acquires legal capacity and becomes a so-called “imperfect legal person.”

Tax benefits

Some use foundations to reduce, or rather optimize, their tax liabilities. According to the Corporate Income Tax Act, a foundation is exempt from, among other things, corporate income tax (CIT) if it conducts business activities. However, permissible business activities are defined by the framework set forth in Article 5 of the Family Foundation Act. Permitted forms of activity include:

– disposal of property, unless the property was acquired solely for the purpose of further disposal;

– renting, leasing or making property available for use on another basis;

– joining commercial companies, investment funds, cooperatives and entities of a similar nature, having their registered office in the country or abroad, as well as participating in these companies, funds, cooperatives and entities;

– acquisition and sale of securities, derivative instruments and rights of a similar nature (and others).

Establishment of the Family Foundation

According to the law, the establishment of a family foundation requires:

1) submitting a declaration of establishment of a family foundation in the founding act or in the will;

The documents should be in the form of a notarial deed.

2) establishing a statute that

*mandatory includes:

-name of the family foundation;

-seat of the family foundation;

-detailed purpose of the family foundation;

– the beneficiary or the method of defining it and the scope of the beneficiary’s rights;

– rules for maintaining the list of beneficiaries;

– rules, including detailed procedures, for waiving rights by the beneficiary;

-duration of the family foundation, if specified;

-value of the founding fund;

– the principles of appointment and dismissal, as well as the rights and obligations of members of the bodies of a family foundation, as well as the principles of representation of the family foundation by the management board or by other bodies of the family foundation in cases specified in the Act;

– entity authorized to approve the activities of the management board of a family foundation in the organization;

-principles of amending the statute;

– the allocation of the property of a family foundation after its dissolution, including the designation of the beneficiary entitled to the property in connection with the dissolution of the family foundation.

*may additionally contain:

– principles of cooperation or collaboration between the bodies of a family foundation;

– detailed circumstances of the dissolution of the family foundation;

– guidelines for investing the assets of a family foundation;

-provide for the establishment of a field unit or field units.

3) preparing an inventory of property which includes:

– Property rights contributed by the founder or persons other than the founder to the family foundation, with the indication of the person contributing the property and the specification of the type and value of each of the contributed property components, in the amount determined according to the condition and prices at the time of their contribution and their tax value,

-determination of the proportions used to determine the PIT exemption

– a list of property contributed to the family foundation to cover the founding fund.

4) establishing the bodies of the family foundation required by law or the statute;

– the Act enumerates: the management board, the supervisory board and the meeting of beneficiaries.

– The management board is appointed, unless the statute provides otherwise, by the founder and, after his death, by the supervisory board. In the absence of a supervisory board, the election is made by the meeting of beneficiaries. The management board’s duties include:

• managing the affairs of the family foundation and representing it;
• realization of the goals of the family foundation specified in the statute;
• taking actions related to ensuring the financial liquidity and solvency of the family foundation;
• creating, maintaining and updating the list of beneficiaries in accordance with the provisions of the Act and the principles contained in the statute;
• informing the beneficiary about the benefit he or she is entitled to;
• fulfillment of the benefit to which the beneficiary is entitled.

– A supervisory board is not mandatory if there are 25 or fewer beneficiaries. Unless the statute provides otherwise, the appointment and dismissal of supervisory board members is made by the founder, and after the founder’s death, by the meeting of beneficiaries.

5) contribution of the founding fund

 before entering the family foundation register in the case of establishing a family foundation in the founding act, or contributing the founding fund within two years from the date of entering the family foundation in the family foundation register in the case of establishing a family foundation in a will;

– the founding capital is specified in the statute, but cannot be lower than PLN 100,000

– the sole person obliged to contribute assets to cover the founding fund is the founder.

– property contributed to the founding fund cannot be returned.

– A foundation account may be established outside the territory of the Republic of Poland . This is not subject to restrictions in the European Union. Outside the EU, using such an account will constitute foreign exchange transactions and therefore require a foreign exchange permit from the President of the National Bank of Poland or a director authorized by him.

6) entry into the register of family foundations.

-The register of family foundations is maintained by the District Court in Piotrków Trybunalski, hereinafter referred to as the “registry court”.

-the proceedings are generally conducted in accordance with the provisions on non-contentious proceedings,

– the application for entry is submitted by submitting the foundation to the register by the founder or the board in the case of a foundation established in a will

-The application should include

• name of the family foundation, its registered office and address;
• the amount of the founding fund of the family foundation;
• names and surnames, PESEL numbers of the management board members, and in the absence of an obligation to have such a number – date of birth, and their addresses for correspondence, as well as the manner of representing the family foundation;
• names and surnames, PESEL numbers of the members of the supervisory board, and in the absence of an obligation to have such a number – date of birth, and their addresses for correspondence, if a supervisory board is established in the family foundation, if a board has been established at all;
• names and surnames, PESEL numbers of beneficiaries who are natural persons who are members of the group of beneficiaries, and in the absence of an obligation to have such a number – date of birth, and their addresses for service, and in the case of the beneficiary being an entity other than a natural person – name or company name and REGON identification number, and if the entity is registered in the National Court Register – also its number in that register;
• name, surname and correspondence address of the founder, if the founder is entitled to appoint the management board;
• duration of the family foundation, if specified.

-The following must be attached to the registration of a family foundation in the register of family foundations:

– the foundation’s founding act or the protocol of opening and announcing the will in which the foundation was established;

-statute

– a declaration by the founder about contributing property to cover the founding fund, and in the case of establishing a family foundation in a will – a declaration by the members of the management board that the founding fund will be contributed within two years from the date of entering the foundation in the register;

– proof of establishment of the foundation’s bodies, specifying their composition, if the composition of the family foundation’s bodies does not result from its statute

– consent to serve as a member of a family foundation body.

The notification is subject to the payment of a fee of PLN 500 in accordance with Article 64 a of the Act of 28 July 2005 on court costs in civil cases ( i.e. Journal of Laws of 2025, item 1228, as amended ).

*Before entry in the register, a company does not have legal personality, so its obligations are the responsibility of the founder or his or her representative. This responsibility ceases upon approval of their actions by a resolution of the management board.

Artykuł What is a family foundation under Polish law? pochodzi z serwisu KIELTYKA GLADKOWSKI LEGAL | CROSS BORDER POLISH LAW FIRM RANKED IN THE LEGAL 500 EMEA SINCE 2019.

The development of artificial intelligence

Artificial intelligence is an interdisciplinary field of knowledge combining elements of computer science, mathematics, statistics, neuroscience, and cognitive science. Its goal is to create systems capable of performing tasks that previously required human intelligence. This includes the ability to learn from data, reason, make decisions, recognize patterns, and process and generate natural language. Unlike traditional programming, in which a computer executes strictly defined instructions, artificial intelligence aims to grant machines a degree of autonomy, allowing them to independently adapt their strategies to changing conditions. Today, AI is no longer an abstract theoretical concept, but a practical tool.

The development of artificial intelligence is one of the most dynamic phenomena in the history of science and technology. Its origins lie in simple deterministic algorithms, based on clearly defined logical and mathematical rules, used to automate repetitive calculations. However, the real breakthrough came in the second half of the 1990s, when, with the increasing availability of data and the development of computing power, machine learning began to be increasingly used. These methods allowed machines not only to perform pre-programmed tasks but, more importantly, to learn from input data and independently improve their results. The application of machine learning meant a shift from rule-based systems to statistical models capable of recognizing patterns and predicting future events. The next stage was the widespread adoption of deep learning, which gained practical significance in the second decade of the 21st century. These techniques utilize multi-layered neural networks capable of analyzing massive datasets in a manner similar to the perceptual processes occurring in the human brain. This enabled the recognition of images, speech, and natural language with unprecedented effectiveness. Deep learning is the basis of many modern solutions, such as recommendation systems.

The most recent phase of development is generative artificial intelligence, which became widely available around 2021. Unlike previous solutions, which focused on classifying and analyzing data, generative systems can create new content—text, images, sounds, and even complex economic strategies. The introduction of this type of technology has radically expanded the potential applications of AI, but it has also revealed new risks related to its impact on society and the economy. Generative models, capable of dynamically shaping information and influencing decision-making processes, can, for example, participate in market price manipulation.

Price manipulation with the help of new technologies

Price manipulation by sellers is unfair or illegal market practices that involve setting prices in a way that misleads consumers or restricts competition. One of the most commonly used strategies is price fixing. It involves agreements between independent businesses aimed at fixing or controlling prices. This can involve jointly setting minimum or maximum selling prices, coordinating price increases, or even fixing discounts. Such actions are automatically considered illegal – the mere fact of agreeing on prices is sufficient, even if the agreement is not fully implemented. The consequence of price fixing is the elimination of natural price competition. Consumers lose the opportunity to choose cheaper offers, and businesses lose the incentive to innovate.

Another form of manipulation is the abuse of a dominant position. A dominant position means that a business entity has an advantage in the relevant market, allowing it to operate largely independently of competitors, contractors, and consumers. Abuse occurs when a business entity uses its power to impose unfair pricing conditions. This can take various forms, such as setting prices that are excessively high relative to the value of the goods or using predatory pricing, i.e., underselling prices to eliminate competition. Each of these practices leads to market distortion, restricting access for new entrants, and worsening consumer conditions.

Pricing algorithms are computer programs that provide pricing recommendations or, in some cases, automatically adjust prices based on current and historical data on market conditions. These algorithms consider much of the same data that companies have always considered when making pricing decisions, including historical data as well as current supply and demand indicators. Compared to human price managers, algorithms can process significantly more data in a much shorter time. This efficiency allows companies using algorithmic pricing strategies to respond more quickly to changes in supply and demand and make pricing decisions based on a more accurate, real-time understanding of market conditions.

Ways to use algorithms

Algorithms can be used in various ways. One is to use the algorithm as a tool to achieve a goal set by the companies. In such a situation, the parties to the agreement make certain arrangements between themselves, and only their implementation is left to the algorithms. For example, two companies could agree to eliminate price competition between them. Simply using a software function that allows them to retrieve data on the prices of other market participants would be sufficient. A strategy would therefore be to automatically set prices slightly lower than other companies while simultaneously ignoring the prices of the colluding company. However, in this case, the mere fact of detecting the existence of such collusion does not raise any doubts under current competition law, as it is possible to attribute the concept of an agreement to this situation.

Another technique involves the joint use of a single price-response algorithm by several traders. This shared use of the same algorithm can lead to price alignment and less competition. One element of this type of agreement is the awareness of the participants that the information being shared will reach their competitors. Consequently, transparency regarding the future behavior of competitors is established between the recipients. Recipients are aware of the participation of their competitors at the same level of trade in the agreement and that their prices are disclosed to their competitors. However, in such cases, the use of algorithms remains a technical activity and can be assessed through the lens of the underlying conduct, to which existing provisions on anticompetitive agreements can be applied.

However, there does not always have to be any agreement between market players regarding the use of artificial intelligence in sales to raise legal concerns. An example would be the configuration of these modern tools to automatically respond to changes in competitors’ prices. This can take the form of faster price reductions, mimicking price increases, or simply adapting to current market price levels. The increasing use of specialized software by businesses that monitors websites and collects price data is making the online sales market increasingly transparent. This transparency allows for easy tracking of competitors’ pricing policies, quick detection of deviations from established price levels, and immediate response to such situations. This allows companies using algorithms to adjust their prices to rivals’ actions almost in real time. Consequently, traditional price reductions aimed at attracting customers often lose their purpose – competitors can offer the same reduction in a fraction of a second. The situation is different with price increases – if one seller decides to increase prices, others are likely to follow suit, leading to an overall price increase. As a result, prices naturally drift towards a level higher than fully competitive.

The most theoretical scenario is a situation in which self-learning algorithms, used independently by different companies, independently conclude that joint coordination is the most profitable strategy. This does not imply a formal agreement or explicit exchange of information, but rather the spontaneous development of behaviors akin to collusion. This could be facilitated by a combination of two factors: on the one hand, the vast amount of available data on competitors and consumers (e.g., thanks to the Internet of Things, transaction analysis, or online behavior tracking), and on the other, the growing capabilities of artificial intelligence algorithms that learn market strategies through experience.

Experimental environments have already demonstrated that algorithms using reinforcement learning are capable of developing stable pricing strategies that reduce competition, even when they are not explicitly programmed to do so. Research shows that such systems can gradually coordinate their behavior, balancing between exploration and exploitation of the environment in a manner resembling tacit collusion. Importantly, this phenomenon can occur even under conditions that hinder cooperation – for example, when new players enter the market or when demand fluctuates.

What is an AI algorithm?

An AI algorithm is a set of advanced mathematical rules and processes designed to solve tasks, make decisions, or imitate human behavior and thinking using a computer. An AI algorithm often leverages machine learning capabilities to analyze, process, and learn from data. This allows AI tools to more efficiently perform various tasks (predicting patterns, assessing trends, optimizing processes, etc.) that would otherwise require human intervention. AI algorithms form the foundation of artificial intelligence systems, enabling them to learn, reason, recognize patterns, process natural language, and make decisions.

AI algorithms can self-improve by adapting their actions based on the analysis of vast amounts of data. There are three major categories of AI algorithms: supervised learning, unsupervised learning, and reinforcement learning. The key differences between these algorithms lie in how they are trained and how they function.

Competition concerns – communication of algoritms

A problem that raises particular concerns among competition authorities is the potential ability of algorithms to communicate. Although there is currently no evidence that systems learn this type of interaction without human intervention, it theoretically cannot be ruled out that in the future, algorithms will develop their own mechanisms for exchanging information. The European Commission points to the risk of “novel forms of coordination” between computer systems. If such a situation were to occur, it would be easier to classify the companies’ actions as prohibited cooperation – similar to traditional information exchange between competitors.

The issue of legal liability, however, remains controversial. If algorithms merely anticipate competitors’ reactions and adapt their own strategies accordingly, companies can be said to have permitted market autonomy (pursuant to Article 101 of the TFEU). However, it is more difficult to assess cases in which the systems themselves create a “communication channel” leading to actual price coordination. Some legal doctrine proposes adopting an approach similar to that used in the case of unauthorized employee actions – the company would be liable for the tools used. This was aptly put by EU Competition Commissioner, emphasizing that “companies cannot hide behind computer code[1]“.

The current state of technology indicates that algorithms are not yet capable of concluding lasting cartel agreements in dynamic market conditions. However, the rapid development of artificial intelligence and the increasing complexity of predictive systems may enable the emergence of such practices in the future. Therefore, regulators are increasingly emphasizing the need to modernize competition law tools to effectively counter not only classic cartels but also “algorithmic collusion”. Failure to address this could lead to significant losses for consumers, a reduction in innovation, and the concentration of economic power in the hands of a few technological entities – creating a kind of “digital plutocracy.”

The effects of AI algorithmic pricing

One of the key problems with algorithmic pricing is the asymmetry in the speed of response to market changes. Companies with more advanced algorithms can update prices much more frequently—even continuously—while those with less advanced technological tools only make price adjustments at longer intervals, such as weekly. This leads to a structural competitive advantage for the former, as they can flexibly adapt to supply and demand and react almost immediately to competitive price movements. In practice, this means that companies with more advanced systems can aggressively lower prices before competitors have time to adapt their offerings, effectively driving them out of the market. This imbalance not only distorts the principles of fair competition but also leads to deeper market concentration, as smaller or technologically weaker companies gradually lose the ability to maintain their position against dominant players investing in advanced algorithmic solutions.

Predatory pricing, in which a dominant firm incurs short-term losses by deliberately pricing goods and services below cost to eliminate competitors or new entrants, is another practice that modern technology is currently employing. This strategy typically involves two stages: first, the dominant firm aggressively undercuts competitors’ prices to drive them out of the market (the predation phase), and then uses its market power to raise prices to recoup losses and generate profits after the competitors disappear (the loss recovery phase). For predatory pricing strategies to be effective, a firm must maintain low prices long enough to eliminate competitors. Pricing algorithms can help firms target specific customers of competitors by offering them prices even below cost. For example, an established firm might do this to avoid losing customers to a new competitor. An established firm might use an algorithm to target customers most likely to switch suppliers, seeking to retain them rather than offering lower prices to all its customers. This could help an established company minimize losses. These algorithms can also help companies pursue predatory pricing strategies and build a reputation for lowering prices in the future if new entrants struggle. Pricing algorithms can also help companies raise prices for consumers who are more willing to pay or less sensitive to price changes. They enable companies to simultaneously engage in predatory pricing and recover losses without the need for a human intervention, using automated means.

Finally, algorithmic pricing introduces a significant element of uncertainty for consumers, who are unable to predict how much they will ultimately pay for a product or service. These mechanisms, based on automated supply and demand analyses, lead to constant and opaque price fluctuations, undermining market trust and limiting the ability to make rational purchasing decisions. Price instability often causes consumers to feel compelled to buy quickly for fear of further cost increases, which encourages impulsive and economically unfavorable choices. In the long term, such practices destabilize the market, hinder healthy competition, and strengthen the position of dominant players who exploit technological advantages at the expense of weaker market participants.

The question of legality

However, a fundamental question arises regarding the legality of such practices under Polish law. The Act of 9 May 2014 on Information on the Prices of Goods and Services[2] imposes on businesses the obligation to clearly and unambiguously disclose the prices of their products. According to the Act, the price should be clearly displayed and allow for comparison with other market offers. However, dynamic price changes, even occurring several times a day, can raise interpretational questions regarding compliance with the requirement of unambiguous price presentation. A consumer who sees significantly different prices for the same product or service within a short period of time may be deprived of the ability to make a rational economic choice. It should be emphasized that the legislator also introduced the obligation to disclose the lowest price applicable within thirty days prior to the discount. In the context of algorithmic pricing, the question arises as to whether every short-term price change resulting from the operation of an algorithm should be treated as a discount within the meaning of the Act, or whether it should be classified as a normal market fluctuation. The lack of clear regulations in this area leads to legal uncertainty for both entrepreneurs and consumers.

The Act of 16 February 2007 on Competition and Consumer Protection[3] opens up an even wider field of interpretation. This Act provides both instruments for counteracting practices that violate the collective interests of consumers and protection against anti-competitive practices. In this context, the problem of so-called tacit algorithmic collusion is particularly significant. In this context, independently operating algorithmic systems of various businesses, monitoring and reacting to competitors’ prices, can stabilize them at an inflated level without the need for a formal agreement. This type of phenomenon, although difficult to detect and prove, can be classified as a violation of fair competition principles, potentially subject to intervention by market protection authorities. The literature indicates that the increasing automation of decision-making processes in price setting raises the risk of developing anti-competitive coordination mechanisms that fall outside the traditional categories of antitrust law.

At the same time, the Competition and Consumer Protection Act imposes an obligation on businesses to avoid misleading practices. In the case of dynamic pricing, the lack of full transparency becomes a problem. If consumers are not informed upfront that prices may fluctuate significantly depending on demand or transaction time, they may be deemed misleading, and the practice itself may be deemed to violate collective consumer interests. In this sense, the obligation of transparency takes on particular significance and should also include information about the pricing mechanism, not just the current price level.

An analysis of the applicable regulations leads to the conclusion that algorithmic pricing per se is not a prohibited practice in Poland. However, its legality depends on whether the entrepreneur complies with the obligations arising from specific laws, as well as on whether the use of algorithms does not lead to practices that restrict competition or violate consumer rights. Entrepreneurs are obligated to provide consumers with reliable and complete information and to avoid practices that may destabilize the market. In the event of a violation of these obligations, sanctions may be imposed by both the Trade Inspection Authority (in the case of incorrect pricing information) and the President of the Office of Competition and Consumer Protection (in the case of practices that violate competition rules or are misleading).

Case law review

It is also worth taking a closer look at decisions issued on algorithmic pricing by state and EU authorities.

In the Eturas case, the contested agreement was supported by a digital platform (software for selling travel online), where the system’s administrator proposed to competing travel agencies the use of a technical instrument imposing a ceiling on discounts on packages offered. The EU Court found it reasonable to assume that travel agencies that were aware of the content of messages sent via the system were participants in an anticompetitive agreement, unless they rebutted that presumption. The Commission also states that the prohibition under Article 101(1) TFEU is likely to cover cases in which “pricing rules” were defined by undertakings “in a common algorithmic tool (e.g., rules for adjusting the price to the lowest price on a specific online platform or in a specific online store), and this qualification would be accepted “even in the absence of an express agreement to adjust future prices”[4].

In commercial transactions, there are also cases in which entrepreneurs use the same algorithm to set prices for their services, yet there are no grounds to conclude that they have entered into an anticompetitive agreement. An example of a case assessed by the President of the Office of Competition and Consumer Protection (UOKiK) is the UBER app. Its use does result in the restriction or even elimination of price competition between UBER drivers, which is, after all, centrally determined by the app. This also constitutes an agreement between UBER and individual drivers. In this case, however, such algorithmic pricing is necessary for the proper functioning of the UBER system, and at the same time, it does not lead to the elimination of competition, being a proportionate measure. This justifies treating such an agreement as not violating the prohibition of Article 6, Section 1 of the UOKiK based on the construction of ancillary restrictions.

A problematic scenario can arise when a large number of businesses utilize the same or similarly functioning algorithm without any collusion between them regarding the selection of one algorithm over another. In this situation, each of these businesses uses a specific program as a tool to inform them about the market situation and enable a rapid response. In this scenario, there is a significant increase in market transparency, which can have anti-competitive effects, as the use of an algorithm allows businesses to react much more quickly to any market changes, including price reductions by competitors, which can reduce their incentive to make such reductions. In such a case, businesses merely adjust their prices to those of their competitors. Such conduct – so-called parallel conduct – has for years been viewed by EU and Polish jurisprudence as not violating antitrust rules. In fact, in this case, it cannot be said that an agreement was concluded. Moreover, under the soft law provisions issued regarding vertical relationships, the Commission itself has indicated that price monitoring using computer programs is not prohibited, or more precisely, it may benefit from an exemption from the prohibition of anticompetitive agreements. Therefore, from the Commission’s position, it can be deduced that the antitrust permissibility of such algorithmic price monitoring is determined by the lack of grounds for attributing such conduct the status of an agreement, and that it constitutes a manifestation of the parallel conduct mentioned above.

According to the authorities, it would also be possible to attribute antitrust liability to the creator of the algorithm. The VM- Remonts formula, developed in EU case law, could be particularly applicable to this. In this case, while the Court recognized as a rule that an undertaking cannot “be held liable for participating in a concerted practice on the basis of the actions of an independent service provider”[5], it also identified exceptions to this rule. Fulfilling one of these exceptions justifies the application of Article 101(1) TFEU also to the service provider, for example, the software developer. Polish legal literature also argues that the constructions of extended liability for competition law infringements developed in EU case law (especially the concept of cartel accessory liability) could also be used to attribute antitrust liability to an undertaking that provides participants in an agreement with tools (including digital tools) enabling the conclusion or implementation of a prohibited agreement.

Summary

Dynamic, algorithmic pricing lies at the intersection of two key areas of law: consumer law and competition law. This practice, while permissible, requires particular caution on the part of businesses and the development of consistent interpretative guidelines by the legislature. The lack of clear regulations creates a risk not only for consumers, who may be exposed to non-transparent and unfair practices, but also for businesses themselves, who may suffer severe financial consequences if they violate fair competition regulations. Given the growing importance of algorithmic technologies, it seems necessary to further develop and clarify the legal framework to enable businesses to use innovative price management tools, while also ensuring an adequate level of consumer protection and the integrity of market mechanisms.

The most serious challenge for competition authorities is when algorithms maintain elevated prices without formal information exchange between companies. In such cases, the classic dogmatics of antitrust law may prove insufficient, and consumers will bear the cost in the form of a loss of some of their well-being. Therefore, developing technical competencies of supervisory authorities, enabling them to understand and analyze the mechanisms of algorithms used in business practice, is particularly important.

At this stage, it seems premature to introduce new regulations on algorithmic pricing, as this could hinder the development of innovative technologies and limit their beneficial applications. Further interdisciplinary research combining law, economics, and computer science, as well as careful observation of market practice and case law, is essential.

[1] Speech of the European Commissioner for Competition M. Vestager, Berlin, 16/03/2017.

[2] Act of 9 May 2014 on providing information on prices of goods and services (consolidated text: Journal of Laws of 2023, item 168).

[3] Act of 16 February 2007 on competition and consumer protection (consolidated text: Journal of Laws of 2024, item 1616, as amended).

[4] Point 397 of Guidelines 2023/C 259/01.

[5] Point 33 of the judgment of the Court of Justice of July 21, 2016, C-542/14, SIA “VM Remonts” (formerly SIA “DIV un KO”) and others. v. Konkurences padom, ECLI:EU:C:2016:578.

Artykuł AI algorithmic pricing and its assessment under Polish and EU competition law pochodzi z serwisu KIELTYKA GLADKOWSKI LEGAL | CROSS BORDER POLISH LAW FIRM RANKED IN THE LEGAL 500 EMEA SINCE 2019.

KIELTYKA GLADKOWSKI takes part in the event organised jointly by the Observer and Coindesk devoted to DeFi Dozen, taking place on March 29.

The speakers will present and discuss the most trendy DeFi companies of 2022.

The speakers will include James Ledbetter, Executive Editor, Observer; Lisa Carmen Wang, Founder, Bad Bitch Empire and advisor to crypto CEOs; Joe Lautzenhiser, Editorial Researcher and Strategist, CoinDesk.

The event is a great opportunity for KIELTYKA GLADKOWSKI to get the insight into most trendy DeFi companies in the market, since decentralised finance remains crucial specialisation for our law firm, with a particular focus on cryptocurrency exchanges, OTC desks and wallet-providers, DeFi traders and Dapp developers, NFT platforms, issuers, and investors, digital asset platforms, institutional investors and publicly traded companies; cryptocurrency hedge fund managers and investors, metaverse businesses, brands, and users.

Artykuł <strong>KIELTYKA GLADKOWSKI TAKES PART IN DeFi DOZEN 2022</strong> pochodzi z serwisu KIELTYKA GLADKOWSKI LEGAL | CROSS BORDER POLISH LAW FIRM RANKED IN THE LEGAL 500 EMEA SINCE 2019.

On November 17, 2021, Pracuj.pl group, a leader in the digital recruitment market, operating in Poland, offering services to support the recruitment, retention and development of employees has published a prospectus with a view to conducting an initial public offering of the Company’s shares and their admission to trading on the main market of the Warsaw Stock Exchange. The offer covered up to 22,380,626 existing shares with each share having a nominal value of PLN 5 – representing 32.86% of the share capital. The maximum price has been set at PLN 82 per share.

Book building

Before the sale of shares takes place, the company conducts book-building, which is a key process in determining the share issue price. The book of demand thus involves the collection of non-binding information from potential institutional investors on their interest in acquiring the securities in question. The key stage affecting book building is the acceptance of subscriptions from potential investors, and on the basis of the interest in the offer the company determines the issue price and the final number of shares.

Subscription for shares

The method of subscribing to a share experiences differences depending on the category of investor – individual or institutional. In the case of an individual investor, the first requirement is to have a securities account open with the investment firm with which he intends to place such a subscription. Subsequently, subscriptions for shares must be made on subscription forms available at customer service points of investment firms, by fax, by telephone or by other electronic means. Retail Investors will place subscriptions at the maximum price, indicating the number of offered shares they intend to purchase.

As far as institutional investors are concerned, the entire subscription process starts once the book-building is completed. Then, after a discretionary selection by the responsible entities, invitations to subscribe are sent to investors, which entitle them to subscribe for a specific number of shares at a specific price. They are made in writing, on a special form made available by the relevant brokerage house.

• Strategic Technology Platform for Europe (STEP) Seal
• The rules regarding the choice of law applicable to international trade agreements
• Letter of credit in Polish banking law
• Pharmacy Advertising in the European Union, with a Focus on Poland after the CJEU Judgment of 19 June 2025
• KG Legal Kiełtyka Gładkowski at the Jagiellonian University Job Fair – March 26, 2026

However, the shareholder of the share thus acquired will not be the literal owner of the share, as this right accrues to the majority shareholder of the company upon completion of the offer, as this is a public offer of existing shares to which current shareholders are entitled. Nevertheless, shareholders have rights attached to their shares under the Companies Act and other laws. This matter may also be regulated by a special agreement entered into by the shareholders.

Role of the prospectus

The prospectus is, in a sense, an offer made to potential investors, by outlining the financial benefits of the investment, is intended to encourage new shareholders to put their capital into the company. Taking Pracuj Group’s prospectus as an example, it presents the amounts of dividends paid in the past and the current dividend policy, which indicates that at least 50% of net profit will be distributed to shareholders. Moreover, a large part of the prospectus is devoted to the company’s financial results, its development plans and usually optimistic financial forecasts, which are supposed to convince as many investors as possible, that this is a profitable venture.

KIELTYKA GLADKOWSKI KG LEGAL advises on current basis individual and corporate investors at all stages of investment process in Poland, with a particular emphasis on cross border shareholding structures.

Bibliography:

1. https://grupapracuj.pl/oferta-publiczna ,

2. Prospekt Grupa Pracuj S.A., online: https://grupapracuj.pl/wp-content/uploads/2021/11/Prospekt-spolki-Grupa-Pracuj-SA.pdf .

Artykuł <strong>Foreign individual investors in the prospectus of shares of the e-commerce industry – principles of investing in securities in Poland</strong> pochodzi z serwisu KIELTYKA GLADKOWSKI LEGAL | CROSS BORDER POLISH LAW FIRM RANKED IN THE LEGAL 500 EMEA SINCE 2019.

On August 24, 2018, the Polish Ministry of Finance published a draft act amending the act on personal income tax, the act on corporate income tax. One of the proposed changes was the introduction of preferential taxation of income from intellectual property rights (the so-called “IP Box” or “Innovation Box” relief).

Innovation Box – IP Box allowances – were introduced to the Polish Personal Income Tax Act (“PIT”) and to the corporate income tax (“CIT”) as a preferential form of taxation (preferential taxation of earned income) for entrepreneurs obtaining income from commercialization of intellectual property rights. Qualified intellectual property rights are obtained after submitting an application to the appropriate body – then it is possible to take advantage of this relief.

IP Box has been implemented in other countries, including: the Netherlands, Great Britain, Ireland, Luxembourg.

The mechanism used in these countries consists in taxing income from intellectual property rights with a reduced tax rate (e.g. in Great Britain – 10%) or exempting part of tax revenues (e.g. 80% in Luxembourg). IP Box Relief is available to increase one’s company’s knowledge resources or to protect intellectual property. It can also be used by those who want to register an industrial design as part of research and development.

Regulations on preferential taxation of intellectual property rights should be consistent with the OECD guidelines under the Base Erosion and Profit Shifting (BEPS) initiative.

The subject of taxation covered by the IP Box

The preferential rate of income tax – 5% of the tax base – will be applicable to income from qualifying intellectual property rights created, developed or improved by the taxpayer as part of its R&D activities. The basis for granting the IP Box tax relief is the fulfillment of several conditions. More precisely, it is possible in the case of using knowledge resources and research and development works related to: rights to an invention (patents), additional protection rights for an invention, utility model rights, rights from registration of an industrial design, rights from registration of integrated circuit topography, additional protection rights for a patent for a medicinal product or plant protection product, legal protection of plant varieties, creating new applications, rights from registration of a medicinal or veterinary product, rights from registration of new plant varieties and animal breeds, rights to a computer program.

The above rights must be legally protected on the basis of the provisions of separate acts or ratified international agreements to which Poland is a party or other international agreements to which the European Union is a party. The draft also allows for the appropriate application of its provisions on qualified intellectual property rights to persons waiting for these rights (additional protection right), provided that the taxpayer submits an application to the competent authority.

Conducting research and development activities – qualified intellectual property right

The IP Box relief applies to those intellectual property rights that are created, developed or improved by the taxpayer as part of R&D activities. It is indicated that the application of the relief is permissible if the taxpayer is the owner, co-owner, user or has the right to use the above-mentioned intellectual property rights. The Innovation Box tax relief may also be used in the event that the taxpayer acquires the results of research and development, provided that he then incurs costs related to the development or improvement of the acquired right.

Tax rate, income tax in the field of IP Box – Polish Ministry of Finance

The tax rate on qualified income earned by the taxpayer from the intellectual property rights discussed above will be 5% of the tax base. Accordingly, the tax base will be calculated as the sum of revenues from qualifying intellectual property rights in a given tax year.

Income (loss) for the purposes of claiming IP Box relief – income calculation

Income / loss on qualifying intellectual property rights includes income / loss from: fees or commissions resulting from a license for a qualified intellectual property right, sale of qualifying intellectual property rights, qualifying intellectual property rights included in the selling price of products or services, compensation for infringement of qualifying intellectual property rights, if obtained in court proceedings, including arbitration proceedings.

Losses on qualifying intellectual property rights incurred in a given tax year will reduce income from the same qualifying intellectual property right or the same type of product or service or the same group of products or services in which the intellectual property right has been used for 5 consecutive tax years.

What is the period of application of the IP Box relief to the qualified intellectual property right?

The taxpayer has the right to benefit from the tax relief for the entire period of legal protection of the entitled intellectual property rights. In the case of property components subject to the application / registration procedure (waiting to obtain a qualified intellectual property right), the taxpayer has the right to benefit from tax preferences from the moment of submitting the application for registration (however, the taxpayer will be obliged to refund the amount in the event of withdrawal of the application, refusal of registration or rejection of the application).

Qualified intellectual property rights – criteria to be met in order to obtain relief

The Polish IP Box tax relief is available from January 1, 2019. This is a preferential CIT / PIT rate of 5% on the taxpayer’s income from commercialization of qualifying intellectual property rights. In order to use the IP Box, 4 basic criteria must be met:

a) to conduct research and development activities;

b) to cover the results of R&D activities with legal protection in accordance with the list of authorized intellectual property rights. Qualified intellectual property rights are, inter alia, patents, utility models, industrial designs, the right to register an integrated circuit design, an additional protection certificate for a patent for a medicinal product or plant protection product, copyrights to computer programs;

c) to identify the costs of R&D activities carried out, which led to the entrepreneur obtaining a qualified intellectual property right (the key is to keep detailed accounting records);

d) to identify the commercialization of qualifying intellectual property rights, e.g. by selling or levying royalties on qualifying intellectual property rights.

IP Box and R&D relief

The IP Box relief and R&D complement each other. The first one includes a preferential tax rate on income from the commercialization of intellectual property rights. They have to be created, developed or improved through the research and development activities carried out by the enterprise. R&D tax relief reduces the tax base for conducting R&D activity.

To qualify for the IP Box tax credit, one must engage in R&D

The IP Box tax relief consists in taxing at the preferential tax rate only income obtained from qualifying intellectual property rights that have been produced, developed or improved by the taxpayer as part of his research and development activities. Therefore, one cannot claim the IP Box tax credit without doing R&D.

Artykuł IP BOX TAX RELIEF IN POLAND pochodzi z serwisu KIELTYKA GLADKOWSKI LEGAL | CROSS BORDER POLISH LAW FIRM RANKED IN THE LEGAL 500 EMEA SINCE 2019.

According to analyses, 2021 a record year in terms of the number and value of investments in Poland. From the beginning of the last year, 402 investment support decisions were issued. By analogy, in the same period last year this was a difference of 56%. The value of investments in 2021 was approximately 17.3 billion PLN, which is an increase of 14% compared to the whole of 2020.

Since the beginning of the Polish Investment Zone (which is an instrument thanks to which one can obtain tax relief for the realization of a new investment, which can be used throughout Poland, regardless of the size of the company. Such support is granted to companies from the industrial and modern services sector), 1209 decisions on investment support have already been issued. 2021 declarations accounted for 33% of the total and were declarations of over 9500 new workplaces.

Which countries do investors come from?

Foreign investors come mainly from Germany, the United States and South Korea. There are also investors from countries such as the Netherlands or Luxembourg, among others.

These include representatives of the automotive industry (including manufacturers of batteries for electric cars). There are many shared service centres. A significant proportion of foreign investors in Poland are from the so-called clean energy areas. An example of this are American companies, such as Westinghouse, which cooperate precisely in this area.

Interministerial Team for Investments of Significant Importance to the Polish Economy

The legal basis for the Team’s activities is Regulation No. 38 of the PRM of 1 June 2015 on the appointment of the Interministerial Team for Investments of Significant Importance for the Polish Economy. M.P. 2015 item 520.

The Team consists of: Secretary of State or Undersecretary in the Ministry responsible for economy (chairman), one representative at the rank of Secretary or Undersecretary of State designated by the Minister in charge of the government administration department, Representative of the Chancellery of the Council of Ministers, Representative of the President of the Office of Competition and Consumer Protection.

• Strategic Technology Platform for Europe (STEP) Seal
• The rules regarding the choice of law applicable to international trade agreements
• Letter of credit in Polish banking law
• Pharmacy Advertising in the European Union, with a Focus on Poland after the CJEU Judgment of 19 June 2025
• KG Legal Kiełtyka Gładkowski at the Jagiellonian University Job Fair – March 26, 2026

The main tasks of the Team include:

• Analysis of investment projects from the point of view of their impact on the Polish economy on its innovativeness and competitiveness;
• Assessment of investment projects presented by the Polish Information and Foreign Investment Agency from the point of view of whether it is justified to provide support.

The Team is the body that decides on the granting of financial support in the form of grants to companies in Poland. Grants have recently been decided for 12 companies, half of which are Polish.

The value of the grants ranges from several hundred thousand PLN to several tens of millions of PLN. The value depends primarily on the value of the investor’s outlay.

The potential of the Polish labour market for foreign investors

The main advantage of the Polish labour market for foreign investors is its geographical location. Other advantages include relative economic stability and educated and creative employees. There have also been recent changes in Polish law relating to the facilitation of the employment of foreigners. The most recent act extends the period of work with a statement to two years and speeds up the issuance of permits for strategic industries.

Poland is also competitive on the foreign investment market in terms of investment conditions and location.

Sources:

https://biznes.gazetaprawna.pl/artykuly/8299899,piechowiak-inwestycje-zagraniczne-w-polsce-2021.html | gazetaprawna.pl

https://www.gov.pl/web/rozwoj-technologia/miedzyresortowy-zespol-do-spraw-inwestycji-o-istotnym-znaczeniu-dla-gospodarki-polskiej | gov.pl

Artykuł <strong>Investment potential and options in Poland for international investors</strong> pochodzi z serwisu KIELTYKA GLADKOWSKI LEGAL | CROSS BORDER POLISH LAW FIRM RANKED IN THE LEGAL 500 EMEA SINCE 2019.

10 years in the EU and 25 years of free market economy pose the following favourable investment conditions in relation to the markets of Western Europe:

1) low labour costs and low operating costs of the investment;
2) considerable human potential;
3) economic stability;
4) relatively good logistics infrastructure supported by a number of investments from EU funds;
5) availability of alternative forms of investment financing – Poland will be a major beneficiary of EU funds in the financial perspective for the years 2014 – 2020 (EUR 82.5 billion). Export in Poland has increased more or less twentyfold since 1995. It shows, that the main point of development and the biggest potential are young and well-educated people. According to Mastermind Translations, polish student population constitutes 10% of all European students and most of them are capable of working in foreign languages. It results in Poland’s GDP rising, which is three times faster than the average in Europe.

Artykuł What attracts foreign investments to Poland? Doing business in Poland 2016 – Part II pochodzi z serwisu KIELTYKA GLADKOWSKI LEGAL | CROSS BORDER POLISH LAW FIRM RANKED IN THE LEGAL 500 EMEA SINCE 2019.

The article prepared by KG LEGAL KIEŁTYKA GŁADKOWSKI based in Cracow, Poland, specialising in cross border cases, with focus on new technologies, IT and life science, discusses the practice of software patentability, advantages and risks in patenting software, patenting computer-implemented inventions, EU legislation regarding software patenting, patents for IT start-ups, software patent applications, legal protection for IT ideas, software patents as crucial element for successful commercialisation of the product, patents in the context of free software and open-source software (FOSS), patents for trivial inventions, EPO patent procedure, patents for computer programs in such sectors as medical devices, the automotive sector, communication/media technology as well as the issue of novelty, inventive step and industrial applicability of software patent.

See the link to the article in Polish:  http://mojafirma.infor.pl/prawo-autorskie/patent/748726,Ochrona-patentowa-i-prawnoautorska-software-korzysci-i-zagrozenia-zdolnosci-patentowej-software.html

Artykuł Software patents – patentability and software protection in the EU and Polish law pochodzi z serwisu KIELTYKA GLADKOWSKI LEGAL | CROSS BORDER POLISH LAW FIRM RANKED IN THE LEGAL 500 EMEA SINCE 2019.

Please see the full text of the invitation below:

December 2, 2016 (Friday), 5 PM
Representative Halls, Larisch Palace
Bracka 12, Krakow

CUA / JU
American Law Program
&
International Business and Trade Law Program

Alumni Meeting & Conference

When Innovation Meets Law.
Legal aspects of startups in Poland and United States.

Conference topic

Poland is witnessing a boom of startups. It results from the potential brought by innovative entrepreneurship, commercialization of knowledge and shift in public policy in that respect. This situation is not only beneficial for different sectors of economy but also brings new challenges for the legal branch. With the growing competition (and crisis) on legal markets both in Poland and US, startup phenomenon opens new possibilities for upcoming lawyers. The conference aims to discuss how law experts should combine their knowledge with other skills in order to be more adapted to the market of startup legal services, and how comparative legal perspective may be helpful in their legal careers in Poland, US or elsewhere.

Alumni meeting & network

Are you aware that the CUA International Business and Trade Law Program and American Law Program have over a 1,000 graduates and you are one of them? For over the last 24 years, Professors Leah Wortham, Rett Ludwikowski, the CUA and JU teams have created a community of people that share their US and Polish legal experiences. Our colleagues are professors, judges, public prosecutors, partners in law firms, politicians, business leaders, and many others. Some of us are still students of law or just graduates needing some professional guidance, either in Poland or in the US.

We would like to establish an alumni network because we believe it would be a good idea for all of us to get together, expand our network and contacts, reminisce, and catch up with old friends. In our professional life, we have to reach and interact with clients beyond our borders and the advantages of knowing locals or being able to count on the help of a local colleague makes a significant difference. It is easier to get a response from someone when looking for a job, advice, a reference, or even in general if you are able to connect with the people you are contacting. Moreover, staying connected not only promotes collegiality, but also reminds us of the reasons why we even applied to the CUA program in the first place: to expand our contacts beyond our borders, to study law in a different setting, and to experience a different culture, among other reasons. That is why we would like to provide a forum for gathering the professional and personal accomplishments of all program alumni, which we believe will also serve to make the program more prestigious for both former and future participants. This alumni network will allow us to share with others how participation in this program has assisted our career development and would help others learn from our experience.

We would like to invite you to Cracow in December 2, 2016 for the conference as well for reunion. You may also join the Cracow Alumni Group on LinkedIn – https://www.linkedin.com/groups/Cracow-Alumni-Project-8183562 or follow us on Facebook https://www.facebook.com/szkolaprawaamerykanskiego/

See you in Cracow and beyond!

Artykuł KG Legal Partners invited to Polish – American Conference on Legal aspects of Start Ups in Poland and US pochodzi z serwisu KIELTYKA GLADKOWSKI LEGAL | CROSS BORDER POLISH LAW FIRM RANKED IN THE LEGAL 500 EMEA SINCE 2019.

KG LEGAL NEWS. 

Link to the official website of REUNITE INTERNATIONAL.

KG Legal has joined the international organization – the leading UK charity specialising in the movement of children across international borders.

Cross border family law cases

With the accession to this UK organization KG Legal will develop counseling in Polish jurisdiction in cross border family law cases, including:
– claims arising from parental care;
– international parental child abduction;
– Polish Family Court permits for activities exceeding day-to-day management of the assets of a minor and a child;
– alimony and other maintenance obligations with respect to spouses and children;
– entering into civil settlements abroad;
– cases resulting from a divorce abroad and division of property;
– cases connected with mixed marriages;
– custody of the child;
– parental authority;
– cases connected with guardianship;
– cases resulting from a separation or divorce judgments rendered in foreign jurisdictions;
– cases regarding the issue of marital status;
– parental rights to children in the light of the annulment of marriage;
– cases based on the international law, including the Convention on the Civil Aspects of International Child Abduction, signed in The Hague on October 25, 1980 (Journal of Laws of 25 September 1995).

Artykuł KG Legal becomes the Polish member of REUNITE INTERNATIONAL pochodzi z serwisu KIELTYKA GLADKOWSKI LEGAL | CROSS BORDER POLISH LAW FIRM RANKED IN THE LEGAL 500 EMEA SINCE 2019.