The shrinking of civil society-a problematic trend in a growing number of countries-often involves enacting legal measures to curtail the activity of civil society organizations and vilifying and/or harassing such organizations. Poland has been at the forefront of this trend since 2015. This article examines the mechanisms promoting elite replacement in Polish civil society, with a specific focus on the ways in which civil society actors have responded to these changes and the effectiveness of the state's efforts to establish new hierarchies of power. The article discusses the complex relation between research on civil society and elite theory, and examines the anti-elitist discourses concerning Polish civil society and the strategies employed by the state to gain more control over the third sector. Next, the analytical section focuses on the ways in which civil society actors respond to state-sponsored elite change and examines three types of relations between the state and NGOs in contemporary Poland: (1) resistance, (2) assimilation, and (3) opportunistic synergy. In closing, the article shows ways in which analyses of the transformation of civil society in Poland and other countries can be enriched by drawing on elite theory.