Financial regulation

Generally

Act of 23 April 1964 – Civil Code (Ustawa z dnia 23 kwietnia 1964 r. – Kodeks cywilny) (civil code)

Act of 29 August 1997 – Banking Law (Ustawa z dnia 29 sierpnia 1997 r. – Prawo Bankowe) (banking law)

Act of 29 July 2005 on Public Offering, the Conditions Governing the Introduction of Financial Instruments to Organized Trading, and on Public Companies (Ustawa z dnia 29 lipca 2005 r. o ofercie publicznej i warunkach wprowadzania instrumentów finansowych do zorganizowanego systemu obrotu oraz o spółkach publicznych) (public offering and public companies)

Act of 29 July 2005 on Trading in Financial Instruments (Ustawa z dnia 29 lipca 2005 r. o obrocie instrumentami finansowymi) (financial instruments trading)

Act of 15 January 2015 on Bonds (Ustawa z dnia 15 stycznia 2015 r. o obligacjach) (bond issue and trading)

Act of 21 July 2006 on Financial Markets Supervision (Ustawa z dnia 21 lipca 2006 r. o nadzorze nad rynkiem finansowym) (financial markets supervision)

Act of 29 July 2005 on Capital Markets Supervision (Ustawa z dnia 29 lipca 2005 r. o nadzorze nad rynkiem kapitałowym) (capital markets supervision)

Act of 27 July 2002 – Foreign Exchange Law (Ustawa z dnia 27 lipca 2002 r. – Prawo dewizowe) (foreign exchange)

Act on Payment Services dated 19 August 2011, implementing Directive 2007/64/EC of the European Parliament and of the Council of 13 November 2007 on payment services in the internal market  of 27 July 2002 – Foreign Exchange Law (Ustawa z dnia 27 lipca 2002 r. – Prawo dewizowe) (foreign exchange)

Act on Settlement Finality in Payment and Securities Settlement Systems and on the Rules on Oversight of these Systems dated 24 August 2001, implementing Directive 98/26/EC of the European Parliament and of the Council of 19 May 1998 on settlement finality in payment and securities settlement systems

Consumer credit

Act of 12 May 2011 on consumer credit (Ustawa z dnia 12 maja 2011 r. o kredycie konsumenckim) (consumer credit)

Mortgages and mortgage credit

Act of 6 July 1982 on Land and Mortgage Registers and on Mortgage (Ustawa z dnia 6 lipca 1982 r. o księgach wieczystych i hipotece) (land and mortgage registers and mortgage)

Act of 23 March 2017 on Mortgage Credit and Supervision of Mortgage Credit Brokers and Agents (Ustawa z dnia 23 marca 2017 r. o kredycie hipotecznym oraz o nadzorze nad pośrednikami kredytu hipotecznego i agentami) (mortgage credit) (NB The act enters into force on 22 July 2017.)

Corporations

Act of 15 September 2000 – Code of Commercial Companies (Ustawa z dnia 15 sierpnia 2000 r. – Kodeks spółek handlowych) (company law)

Funds and platforms

Act of 27 May 2004 on Investment Funds and Alternative Investment Funds Management (Ustawa z dnia 27 maja 2004 r. o funduszach inwestycyjnych i zarządzaniu alternatywnymi funduszami inwestycyjnymi) (general investment funds law)

Other key market legislation

Act of 10 June 2016 on Bank Guarantee Fund, Guaranteed Deposit Scheme and Mandatory Restructuring (Ustawa z dnia 10 czerwca 2016 r. o Bankowym Funduszu Gwarancyjnym, systemie gwarantowania depozytów i przymusowej restrukturyzacji) (guaranteed deposit scheme)

Bank Recovery and Resolution Directive (2014/59/EU) (recovery and resolution)

Capital Requirements Regulation (Regulation (EU) 575/2013) (capital requirements)

European Market Infrastructure Regulation (Regulation (EU) 648/2012) (derivatives)

Market Abuse Regulation (Regulation (EU) 596/2014) (market abuse)

REGULATION (EU) 2019/452 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL of 19 March 2019 establishing a framework for the screening of foreign direct investments into the Union (the screening of investments from non-EU countries (foreign direct investment) that may affect security or public order).

The Polish Financial Supervision Authority (Komisja Nadzoru Finansowego) supervises financial markets, including banking, capital markets, insurance market, pension market, financial conglomerates, electronic money institutions, payment institutions and payment service bureaus, as well as cooperative savings and credit unions.

The Polish Financial Supervision Authority  carries out the licensing, regulatory, control and disciplinary function. The PFSA issues licenses for banks, cooperative banks, domestic payment institutions, insurance and reinsurance undertakings, open pension funds, investment funds or investment companies.  The PFSA may impose financial penalties provided for by the law and withdraw license held by a financial institution. It may also issue individual recommendations for a specific entity or recommendations or guidelines aimed to affect the entire financial market sector. The PFSA analyses reports submitted by financial institutions on running basis and assesses whether they satisfy legally defined capital requirements. The scope of competence of the PFSA also includes carrying out control procedures in supervised entities.

In relation to performing banking activities, the PFSA has to be informed by the competent supervisory authorities of a home Member State about the types of operations to be performed by a credit institution.

Brokerage activities may be commenced by a foreign investment firm in Poland after the PFSA has been notified by the competent supervisory authority that has granted the investment firm license to perform brokerage activities, of the planned commencement of such activities.

EU payment institution or EMI (electronic money institutions) may commence cross-border activities in Poland after the PFSA has been informed by the competent supervisory authorities of a home Member State about a name, a registered seat, an address and types of payment services to be performed by such institution.

A firm must apply to the Polish Financial Supervision Authority for the relevant type of regulatory authorization.

The application fee depends on the type of application and ranges from PLN600 (approx. €140) to PLN13,000 (approx. €3,000). The application fee for the authorization of banking activity is equal to 1% of the share capital of the bank.

Authorized firms and individuals are listed in registers maintained by the Polish Financial Supervision Authority (eg register of investment firms or register of foreign investment funds).

Threshold conditions (such as having adequate financial resources and compliance arrangements in place) are an ongoing compliance requirement for authorized firms.

Failure to comply with the threshold conditions and more detailed regulatory rules can result in sanctions being imposed on firms and regulated individuals, as well as the loss of regulated status.

In principle, a person who performs a regulated activity without being authorized, or without having an exemption from the duty to be authorized, commits a criminal offence and may be fined or imprisoned.

Generally

The most common types of legal entities are limited companies and limited partnerships.

Limited companies take the form of limited liability companies and joint-stock companies, both of which are corporate bodies with separate legal personality.

Joint-stock companies can be either private or public, depending on whether their shares are offered to the public.

Limited partnerships are similar to limited companies in many ways, with the main difference being that they are formed by partners whose relationship is governed by a private agreement rather than having shareholders and directors.

Funds

Investment funds are legal persons which may take the form of open-ended investment funds, special open-ended investment funds, or closed-ended investment funds. Alternative investment companies (Alternatywna Spółka Inwestycyjna) may take the form of limited companies or limited partnerships, provided that the sole general partner is a limited company.

Fund managers (Towarzystwa Funduszy Inwestycyjnych) take the form of joint-stock companies.

Yes.

A foreign company can conduct lending or investment business in Poland through a branch office (oddział), but this does not create a separate legal entity.

The branch office's scope of activity must be exactly the same as that of the foreign company's.

Opening a branch office through which a regulated activity will be carried out requires regulatory authorization, as in the case of a branch office of a bank. A credit institution with its registered office in the EU is exempted from this requirement and may start operating through a branch office or on cross-border basis following a notification to the Polish Financial Supervision Authority.

Another possibility for a financial institution to conduct business in Poland involves setting up a representative office (przedstawicielstwo). As with a branch office, a representative office is not a separate legal entity. However, the only activities that may be carried out by a representative office are the promotion and marketing of a foreign company.