Poland

1. Openness To, and Restrictions Upon, Foreign Investment

Poland welcomes foreign investment as a source of capital, growth, and jobs, and as a vehicle for technology transfer, research and development (R&D), and integration into global supply chains. The government’s Strategy for Responsible Development identified key goals for attracting investment, including improving the investment climate, a stable macroeconomic and regulatory environment, and high-quality corporate governance, including in state-controlled companies. By the end of 2020, according to IMF and National Bank of Poland data, Poland had attracted around $250 billion (cumulative) in foreign direct investment (FDI), principally from Western Europe and the United States. In 2020, reinvested profits again dominated the net inflow of FDI to Poland. The greatest reinvestment of profits occurred in services and manufacturing, reflecting the change of Poland’s economy to a more service-oriented and less capital-intensive structure.Foreign companies generally enjoy unrestricted access to the Polish market. However, Polish law limits foreign ownership of companies in selected strategic sectors, and limits acquisition of real estate, especially agricultural and forest land. Additionally, the current government has expressed a desire to increase the percentage of domestic ownership in some industries such as media, banking, and retail which have large holdings by foreign companies and has employed sectoral taxes and other measures to advance this aim. In March 2018, Sunday trading ban legislation went into effect, which has gradually phased out Sunday retail commerce in Poland, especially for large retailers. Since February 1, 2022, changes to the ban on Sunday trading are in force. According to these rules, it is possible to open stores that provide postal services on non-trading Sundays if the revenues from this activity exceed 40 percent of the total revenues of a given branch. Sales records must be kept separately for each commercial outlet, even if the entrepreneur has several such outlets. Fines for breaking the Sunday trading ban are from $230 to $23,250 (PLN 1,000 to PLN 100,000). From February 1, 2022, the same penalty applies for not keeping required monthly records. From 2020, the trade ban applies to all but seven Sundays a year. In 2020, a law was adopted requiring producers and importers of certain sugary and sweetened beverages to pay a fee.

The government has been planning to introduce an advertising tax – hailed as a “solidarity fee”- covering a wide array of entities including publishers, tech companies and cinemas. Only small media businesses would be exempt from the new levy. Polish authorities have also publicly favored introducing a comprehensive digital services tax.

While the government continues to acknowledge the value of FDI as a driver of growth, it has tended to focus on lessening Poland’s dependence on foreign capital by championing re-industrialization largely in the knowledge-based industries as well as shifting to more self-reliance in lending to small- and medium-sized firms in the banking sector.

There are a variety of agencies involved in investment promotion:

The Ministry of Economic Development and Technology has two departments involved in investment promotion and facilitation: the Investment Development and the Trade and International Relations Departments. The Deputy Minister supervising the Investment Development Department is also the ombudsman for foreign investors. https://www.gov.pl/web/przedsiebiorczosc-technologia/ 

The Ministry of Foreign Affairs (MFA) promotes Poland’s foreign relations including economic relations, and along with the Polish Chamber of Commerce (KIG), organizes missions of Polish firms abroad and hosts foreign trade missions to Poland. https://www.msz.gov.pl/ ; https://kig.pl/ 

The Polish Investment and Trade Agency (PAIH) is the main institution responsible for promotion and facilitation of foreign investment. The agency is responsible for promoting Polish exports, for inward foreign investment and for Polish investments abroad. The agency operates as part of the Polish Development Fund, which integrates government development agencies. PAIH coordinates all operational instruments, such as commercial diplomatic missions, commercial fairs, and programs dedicated to specific markets and sectors. The Agency has opened offices abroad including in the United States (Washington, D.C, Chicago, Houston, and New York). PAIH’s services are available to all investors. https://www.paih.gov.pl/en 

The American Chamber of Commerce has established the American Investor Desk – an investor-dedicated know-how gateway providing comprehensive information on investing in Poland and investing in the USA: https://amcham.pl/american-investor-desk 

In July 2021, PAIH and AmCham signed a cooperation agreement. Its purpose is to promote and create favorable conditions for the development of exports and investments on the Polish and American markets.

Poland allows both foreign and domestic entities to establish and own business enterprises and engage in most forms of remunerative activity per the Entrepreneurs’ Law which went into effect on April 30, 2018. Forms of business activity are described in the Commercial Companies Code. Poland does place limits on foreign ownership and foreign equity for a limited number of sectors. Polish law limits non-EU citizens to 49 percent ownership of a company’s capital shares in the air transport, radio and television broadcasting, and airport and seaport operations sectors. Licenses and concessions for defense production and management of seaports are granted on the basis of national treatment for investors from OECD countries.

Pursuant to the Broadcasting Law, a television broadcasting company may only receive a license if the voting share of foreign owners does not exceed 49 percent and if the majority of the members of the management and supervisory boards are Polish citizens and hold permanent residence in Poland. In 2017, a team comprised of officials from the Ministry of Culture and National Heritage, the National Broadcasting Council (KRRiT), and the Office of Competition and Consumer Protection (UOKiK) was created in order to review and tighten restrictions on large media and limit foreign ownership of the media. In December 2021, the President vetoed modifications to the media law limiting foreign ownership of the sector. There is concern that governing party politicians have not completely abandoned their plans and may attempt to bypass the president’s veto in such a way as to modify the media law.

Over the past six years, Poland’s ranking on Reporters without Borders’ Press Freedom Index has dropped to 64th from 18th. The governing Law and Justice (PiS) party aims to decrease foreign ownership of media, particularly outlets critical of their governing coalition. Approaches have included proposals to set caps on foreign ownership, the use of a state-controlled companies to purchase media, and the application of economic tools (taxes, fines, advertising revenue) to pressure foreign and independent media. In the insurance sector, at least two management board members, including the chair, must speak Polish. The Law on Freedom of Economic Activity (LFEA) requires companies to obtain government concessions, licenses, or permits to conduct business in certain sectors, such as broadcasting, aviation, energy, weapons/military equipment, mining, and private security services. The LFEA also requires a permit from the Ministry of Economic Development for certain major capital transactions (i.e., to establish a company when a wholly or partially Polish-owned enterprise has contributed in-kind to a company with foreign ownership by incorporating liabilities in equity, contributing assets, receivables, etc.). A detailed description of business activities that require concessions and licenses can be found here: https://www.paih.gov.pl/publications/how_to_do_business_in_Poland 

Polish law restricts foreign investment in certain land and real estate. Land usage types such as technology and industrial parks, business and logistic centers, transport, housing plots, farmland in special economic zones, household gardens and plots up to two hectares are exempt from agricultural land purchase restrictions. Since May 2016, foreign citizens from European Economic Area member states, Iceland, Liechtenstein, and Norway, as well as Switzerland, do not need permission to purchase any type of real estate including agricultural land. Investors from outside of the EEA or Switzerland need to obtain a permit from the Ministry of Internal Affairs and Administration (with the consent of the Defense and Agriculture Ministries), pursuant to the Act on Acquisition of Real Estate by Foreigners, prior to the acquisition of real estate or shares which give control of a company holding or leasing real estate. The permit is valid for two years from the day of issuance, and the ministry can issue a preliminary document valid for one year. Permits may be refused for reasons of social policy or public security. The exceptions to this rule include purchases of an apartment or garage, up to 0.4 hectares of undeveloped urban land, and “other cases provided for by law” (generally: proving a particularly close connection with Poland). Laws to restrict farmland and forest purchases (with subsequent amendments) came into force April 30, 2016, and are addressed in more detail in Section 5, Protection of Property Rights.

Since September 2015, the Act on the Control of Certain Investments has provided for the national security-related screening of acquisitions in high-risk sectors including: energy generation and distribution; petroleum production, processing and distribution; telecommunications; media; mining; and manufacturing and trade of explosives, weapons and ammunition. Poland maintains a list of strategic companies which can be amended at any time, but is updated at least once a year, usually in late December. The national security review mechanism does not appear to constitute a de facto barrier for investment and does not unduly target U.S. investment. According to the Act, prior to the acquisition of shares of strategic companies (including the acquisition of proprietary interests in entities and/or their enterprises) the purchaser (foreign or local) must notify the controlling government body and receive approval. The obligation to inform the controlling government body applies to transactions involving the acquisition of a “material stake” in companies subject to special protection. The Act stipulates that failure to notify carries a fine of up to PLN 100,000,000 ($22,300,000) or a penalty of imprisonment between six months and five years (or both penalties together) for a person acting on behalf of a legal person or organizational unit that acquires a material stake without prior notification.

As part of the COVID-19 Anti-Crisis Shield, on June 24, 2020, legislation entered into force extending significantly the FDI screening mechanism in Poland for 24 months. In the absence of new permanent regulations and due to the Russian invasion in Ukraine, there is a high probability that this legislation will be extended. An acquisition from a country that is not a member of the EU, the EEA, or the OECD requires prior clearance from the President of the Polish Competition Authority if it targets a company generating turnover exceeding EUR 10 million ($10.5 million) that either: 1) is a publicly-listed company, 2) controls assets classified as critical infrastructure, 3) develops or maintains software crucial for vital processes (e.g., utilities systems, financial transactions, food distribution, transport and logistics, health care systems); or 4) conducts business in one of 21 specific industries, including energy, gas and oil production, storage, distribution and transportation; manufacture of chemicals, pharmaceuticals and medical instruments; telecommunications; and food processing. The State Assets Ministry is preparing similar and more permanent measures.

In November 2019, the governing PiS party reestablished a treasury ministry, known as the State Assets Ministry, to consolidate the government’s control over state-owned enterprises. The government dissolved Poland’s energy ministry, transferring that agency’s mandate to the State Assets Ministry. The Deputy Prime Minister and Minister of State Assets announced he would seek to consolidate state-owned companies with similar profiles, including merging Poland’s largest state-owned oil and gas firm PKN Orlen with state-owned Lotos Group and establishing a National Food Holding. At the same time, the government is working on changing the rules of governing state-owned companies to have better control over the firms’ activities.

The government has not undergone any third-party review focused on investment policy by a multilateral or civil society organization in the last five years,

The OECD published its 2020 economic survey of Poland. It can be found here:

https://www.oecd.org/economy/poland-economic-snapshot/ 

Additionally, the OECD Working Group on Bribery has provided recommendations on the implementation of the OECD Anti-Bribery Convention in Poland here:

https://www.oecd.org/poland/poland-should-urgently-implement-reforms-to-boost-fight-against-foreign-bribery-and-preserve-independence-of-prosecutors-and-judges.htm 

In 2021, government activities and regulations focused primarily on addressing challenges related to the COVID-19 pandemic.

The Polish government has continued to implement reforms aimed at improving the investment climate with a special focus on the small- and medium-enterprise (SME) sector and innovations. Poland reformed its R&D tax incentives with new regulations and changes encouraging wider use of the R&D tax breaks. As of January 1, 2019, a new mechanism reducing the tax rate on income derived from intellectual property rights (IP Box) was introduced. Please see Section 5, Protection of Property Rights of this report for more information.

A package of five laws referred to as the “Business Constitution”—intended to facilitate the operation of small domestic enterprises—was gradually introduced in 2018. The main principle of the Business Constitution is the presumption of innocence of business owners in dealings with the government.

Poland made enforcing contracts easier by introducing an automated system to assign cases to judges randomly. Despite these reforms and others, some investors have expressed serious concerns regarding over-regulation, over-burdened courts and prosecutors, and overly burdensome bureaucratic processes. Tax audit methods have changed considerably. For instance, in many cases an appeal against the findings of an audit must now be lodged with the authority that issued the initial finding rather than a higher authority or third party. Poland also enabled businesses to get electricity service faster by implementing a new customer service platform that allows the utility to better track applications for new commercial connections.

The Ministry of Finance and the National Tax Administration have launched an e-Tax Office, available online at https://www.podatki.gov.pl/ . The website, which will be constructed in stages through September 2022, will make it possible to settle all tax matters in a single user-friendly digital location.

Running a business in Poland will be facilitated by e-invoices. From January 2022, entrepreneurs will be able to use it voluntarily. Taxpayers choosing an e-invoice will receive a VAT refund faster – the refund period will be shortened by 20 days (from 60 to 40). The government plans, starting in 2023, to have entrepreneurs use this solution obligatorily.

A special tax unit, the “Investor Desk,” has been established at the Finance Ministry to handle tax matters of strategic investors. This unit, working with other agencies focused on foreign investments in Poland, will support large investors with administrative requirements.

In Poland, business activity may be conducted in the forms of a sole proprietorship, civil law partnership, as well as commercial partnerships and companies regulated in provisions of the Commercial Partnerships and Companies Code. Sole proprietorship and civil law partnerships are registered in the Central Registration and Information on Business (CEIDG), which is housed with the Ministry of Economic Development and Technology here:

https://prod.ceidg.gov.pl/CEIDG.CMS.ENGINE/?D;f124ce8a-3e72-4588-8380-63e8ad33621f 

Commercial companies are classified as partnerships (registered partnership, professional partnership, limited partnership, and limited joint-stock partnership) and companies (limited liability company and joint-stock company). A partnership or company is registered in the National Court Register (KRS) and maintained by the competent district court for the registered office of the established partnership or company. A 2018 law introduced a new type of company—PSA (Prosta Spółka Akcyjna – Simple Joint Stock Company). PSAs are meant to facilitate start-ups with simpler and cheaper registration procedures. The minimum initial capitalization is 1 PLN ($0.23) while other types of registration require 5,000 PLN ($1,126) or 50,000 PLN ($11,260). A PSA has a board of directors, which merges the responsibilities of a management board and a supervisory board. The provision for PSAs entered into force in July 2021.

From October 12, 2022, an amendment to the Commercial Companies Code and certain other acts will enter into force. It introduces the so-called “holding law,” developed by the Commission for Owner Oversight Reform in the Ministry of State Assets. The amendment lays down the principles of how a parent company may instruct its subsidiaries and stipulates the parent company’s liability and the principles of creditor, officer, and minority shareholder protections.

This amendment constitutes an important change for many companies operating in Poland, including foreign parent companies. Holding companies meeting certain requirements will be eligible for an exemption from CIT of 95 percent of dividends received from subsidiaries and full exemption from CIT of capital gains from the sale of shares of subsidiaries for unrelated entities. Only a limited liability company or a joint stock company, being considered a Polish tax resident, may be considered a holding company. The requirement of holding at least 10 percent of shares of a subsidiary and for a period of at least one year applies. Both the holding company and the subsidiary cannot belong to a tax capital group and cannot benefit from tax exemptions (e.g., activity in the special economic zone). The holding company must conduct genuine business activity in Poland. Capital gains from the sale of real estate-rich companies are not exempt. New regulations will apply only to capital companies.

On January 1, 2021, a new law on public procurement entered into force. This law had been adopted by the Polish Parliament on September 11, 2019. The new law aims to reorganize the public procurement system, further harmonize it with EU law, and improve transparency.

Beginning in July 2021, commercial companies were required to submit electronically all applications for registration, deletion, and changes to the National Court Register. All company files are now available electronically and the registration process should speed up significantly.

National Court Register (KRS): https://www.gov.pl/web/gov/uslugi-dla-przedsiebiorcy  A certified e-signature may be obtained from one of the commercial e-signature providers listed on the following website:  https://www.nccert.pl/ 

Agencies with which a business will need to file in order to register in the KRS include:

Central Statistical Office to register for a business identification number (REGON) for civil-law partnership http://bip.stat.gov.pl/en/regon/subjects-and-data-included-in-the-register/ 

ZUS – Social Insurance Agency http://www.zus.pl/pl/pue/rejestracja 

Ministry of Finance http://www.mf.gov.pl/web/bip/wyniki-wyszukiwania/?q=business percent20registration 

Both registers (KRS and REGON) are available in English and foreign companies may use them.

Poland’s Single Point of Contact site for business registration and information is: https://www.biznes.gov.pl/en/ 

The Polish Agency for Investment and Trade (PAIH), under the umbrella of the Polish Development Fund (PFR), plays a key role in promoting Polish investment abroad. More information on PFR can be found in Section 6, Financial Sector and at its website: https://pfr.pl/ .

PAIH has 58 offices worldwide, including four in the United States. PAIH assists entrepreneurs with the administrative and legal procedures related to specific projects. PAIH also works with entrepreneurs in the development of legal solutions and finding suitable locations, reliable partners, and suppliers. The agency implements pro-export projects such as “Polish Tech Bridges” dedicated to the outward expansion of innovative Polish SMEs.

Poland is a founding member of the Asian Infrastructure Investment Bank (AIIB).

Poland co-founded and actively supports the Three Seas Initiative, which seeks to improve north-south connections in road, energy, and telecom infrastructure in 12 countries on NATO’s and the EU’s eastern flank. In May 2019, the national development bank, Bank Gospodarstwa Krajowego (BGK), and the Romanian development bank EximBank founded the Three Seas Fund, a commercial initiative to support the development of transport, energy and digital infrastructure in Central and Eastern Europe. As of March 2022, there were nine core sponsors involved in the Fund. There were no breakthroughs in 2021 for the Three Seas Initiative, however, 2021 did bring long-awaited stabilization as well as the recognition of the initiative among the majority of international partners in the region. The Three Seas Initiative may be able to play a significant role in the inclusion process for Ukraine in European structures.

Under the Government Financial Support for Exports Program, BGK grants foreign buyers financing for the purchase of Polish goods and services. The program provides the following financing instruments: credit for buyers granted through the buyers’ bank; credit for buyers granted directly from BGK; the purchase of receivables on credit from the supplier under an export contract; documentary letters of credit post-financing; the discounting of receivables from documentary letters of credit; confirmation of documentary letters of credit; and export pre-financing. BGK has international offices in London and Frankfurt.

In July 2019, BGK, the European Investment Bank, and four other development banks (French Deposits and Consignments Fund, Italian Deposits and Loans Fund, the Spanish Official Credit Institute, and the German Credit Institute for Reconstruction), began the implementation of the “Joint Initiative on Circular Economy” (JICE), the goal of which is to eliminate waste, prevent its generation, and increase the efficiency of resource management. PFR TFI S.A, an entity also under the umbrella of PFR, supports Polish investors planning to or already operating abroad. PFR TFI manages the Foreign Expansion Fund (FEZ), which provides loans, on market terms, to foreign entities owned by Polish entrepreneurs. See https://www.pfrtfi.pl/  and https://pfr.pl/en/offer/polish-international-development-fund.html 

3. Legal Regime

The Polish Constitution contains a number of provisions related to administrative law and procedures.  It states administrative bodies have a duty to observe and comply with the law of Poland.  The Code of Administrative Procedures (CAP) states rules and principles concerning participation and involvement of citizens in processes affecting them, the giving of reasons for decisions, and forms of appeal and review.

As a member of the EU, Poland complies with EU directives by harmonizing rules or translating them into national legislation.  Rule-making and regulatory authority exist at the central, regional, and municipal levels.  Various ministries are engaged in rule-making that affects foreign business, such as pharmaceutical reimbursement at the Ministry of Health or incentives for R&D at the Ministry of Economic Development and Technology.  Regional and municipal level governments can levy certain taxes and affect foreign investors through permitting and zoning.

Polish accounting standards do not differ significantly from international standards.  Major international accounting firms provide services in Poland.  In cases where there is no national accounting standard, the appropriate International Accounting Standard may be applied.  However, investors have complained of regulatory unpredictability and high levels of administrative red tape.  Foreign and domestic investors must comply with a variety of laws concerning taxation, labor practices, health and safety, and the environment.  Complaints about these laws, especially the tax system, center on frequent changes, lack of clarity, and strict penalties for minor errors.

Poland has improved its regulatory policy system over the last several years.  The government introduced a central online system to provide access for the general public to regulatory impact assessments (RIA) and other documents sent for consultation to selected groups such as trade unions and business.  Proposed laws and regulations are published in draft form for public comment, and ministries must conduct public consultations.  Poland follows OECD recognized good regulatory practices, but investors say the lack of regulations governing the role of stakeholders in the legislative process is a problem.  Participation in public consultations and the window for comments are often limited.

New guidelines for RIA, consultation and ex post evaluation were adopted under the Better Regulation Program in 2015, providing more detailed guidance and stronger emphasis on public consultation.  Like many countries, Poland faces challenges to fully implement its regulatory policy requirements and to ensure that RIA and consultation comments are used to improve decision making.  The OECD suggests Poland extend its online public consultation system and consider using instruments such as green papers more systematically for early-stage consultation to identify options for addressing a policy problem.  OECD considers steps taken to introduce ex post evaluation of regulations encouraging.

Bills can be submitted to Parliament for debate as “citizens’ bills” if authors collect 100,000 signatures in support for the draft legislation.  NGOs and private sector associations most often take advantage of this avenue.  Parliamentary bills can also be submitted by a group of parliamentarians, a mechanism that bypasses public consultation and which both domestic and foreign investors have criticized.  Changes to the government’s rules of procedure introduced in June 2016 reduced the requirements for RIA for preparations of new legislation.

Administrative authorities are subject to oversight by courts and other bodies (e.g., the Supreme Audit Chamber – NIK), the Office of the Human Rights Ombudsperson, special commissions and agencies, inspectorates, the Prosecutor and parliamentary committees.  Polish parliamentary committees utilize a distinct system to examine and instruct ministries and administrative agency heads.  Committees’ oversight of administrative matters consists of: reports on state budget implementation and preparation of new budgets, citizens’ complaints, and reports from NIK.  In addition, courts and prosecutors’ offices sometimes bring cases to Parliament’s attention.

The Ombudsperson’s institution works relatively well in Poland.  Polish citizens have a right to complain and to put forward grievances before administrative bodies.  Proposed legislation can be tracked on the Prime Minister’s webpage, RPL Strona Główna (rcl.gov.pl)  and the Parliament’s webpage:  https://www.sejm.gov.pl/sejm9.nsf/proces.xsp 

The government promotes and encourages companies’ environmental, social, and governance (ESG) disclosure. For example, the Strategic Investments Program launched by Bank Gospodarstwa Krajowego (BGK) offers co-financing, up to 95 percent of the value, for investments by local governments. As part of the assessment of applications, implementation of innovative technologies and compliance with sustainable development goals are taken into account. Tax relief for corporate social responsibility (CSR), intended for all entrepreneurs, will come into force in 2022. Companies will be able to deduct an additional 50 percent from the tax base for costs incurred on activities such as sports, culture, higher education, and science. CSR relief may be deducted up to the amount of income obtained in the tax year. The government also organizes or supports conferences and campaigns such as “Our Climate” and “TOGETAIR 2022,” with the aim of raising awareness of ways to transition to a climate-neutral, green, competitive, and inclusive economy.

Poland has consistently met the Department of State’s minimum requirements for fiscal transparency: 2021 Fiscal Transparency Report – United States Department of State

Poland’s budget and information on debt obligations were widely and easily accessible to the general public, including online. The budget was substantially complete and considered generally reliable. NIK audited the government’s accounts and made its reports publicly available, including online. The budget structure and classifications are complex, and the Polish authorities agree more work is needed to address deficiencies in the process of budgetary planning and procedures. State budgets encompass only part of the public finances sector.

The European Commission regularly assesses the public finance sustainability of Member States based on fiscal gap ratios. In 2022, Poland’s public finances will be exposed to a higher general government deficit, uncertainty in financial markets resulting from the Russian invasion of Ukraine, the macroeconomic environment with elevated inflation, and the monetary policy of the National Bank of Poland (NBP) and major central banks, including the European Central Bank and the U.S. Federal Reserve.

Since its EU accession in May 2004, Poland has been transposing European legislation and reforming its own regulations in compliance with the EU system. Poland sometimes disagrees with EU regulations related to renewable energy and emissions due to its important domestic coal industry. Poland participates in the process of creation of European norms. There is strong encouragement for non-governmental organizations, such as environmental and consumer groups, to actively participate in European standardization. In areas not covered by European normalization, the Polish Committee for Standardization (PKN) introduces norms identical with international norms, i.e., PN-ISO and PN-IEC. PKN actively cooperates with international and European standards organizations and with standards bodies from other countries. PKN has been a founding member of the International Organization for Standardization (ISO) and a member of the International Electro-technical Commission (IEC) since 1923.PKN also cooperates with the American Society for Testing and Materials (ASTM) International and the World Trade Organization’s (WTO) Agreement on Technical Barriers to Trade (TBT). Poland has been a member of the WTO since July 1, 1995 and was a member of GATT from October 18, 1967. All EU member states are WTO members, as is the EU in its own right. While the member states coordinate their positions in Brussels and Geneva, the European Commission alone speaks for the EU and its members in almost all WTO affairs. PKN runs the WTO/TBT National Information Point in order to apply the provisions of the TBT with respect to information exchange concerning national standardization.Useful Links:

http://ec.europa.eu/growth/single-market/european-standards/harmonised-standards/ 

http://eur-lex.europa.eu/oj/direct-access.html?locale=en )

The Polish legal system is code-based and prosecutorial.  The main source of the country’s law is the Constitution of 1997.  The legal system is a mix of Continental civil law (Napoleonic) and remnants of communist legal theory.  Poland accepts the obligatory jurisdiction of the European Court of Justice (ECJ), but with reservations.  In civil and commercial matters, first instance courts sit in single-judge panels, while courts handling appeals sit in three-judge panels. District Courts (Sad Rejonowy) handle the majority of disputes in the first instance.  When the value of a dispute exceeds a certain amount or the subject matter requires more expertise (such as those regarding intellectual property rights), Circuit Courts (Sad Okregowy) serve as first instance courts.  Circuit Courts also handle appeals from District Court verdicts.  Courts of Appeal (Sad Apelacyjny) handle appeals from verdicts of Circuit Courts as well as generally supervise the courts in their region.  The Polish judicial system generally upholds the sanctity of contracts.  Foreign court judgements, under the Polish Civil Procedure Code and European Community regulation, can be recognized.  There are many foreign court judgments, however, which Polish courts do not accept or accept partially.  There can also be delays in the recognition of judgments of foreign courts due to an insufficient number of judges with specialized expertise.  Generally, foreign firms are wary of the slow and over-burdened Polish court system, preferring other means to defend their rights.  Contracts involving foreign parties often include a clause specifying that disputes will be resolved in a third-country court or through offshore arbitration.  (More detail in Section 4, Dispute Settlement.)

Since coming to power in 2015, the PiS-led government has pursued far-reaching reforms to Poland’s judicial system. The reforms have led to legal disputes with the European Commission over threats to judicial independence. The reforms have also drawn criticism from legal experts, NGOs, and international organizations. Poland’s government contends the reforms are needed to purge the old Communist guard and increase efficiency and democratic oversight in the judiciary.

Observers have noted, in particular, the introduction of an extraordinary appeal mechanism in the 2017 Supreme Court Law.  The extraordinary appeal mechanism states that final judgments issued since 1997 can be challenged and overturned in whole or in part during a three-year period starting from the day the legislation entered into force, April 3, 2018.  On February 25, 2021, the lower house of Parliament (Sejm) passed an amendment to the law further extending the deadline for submitting extraordinary complaints by three years (until April 3, 2024).  The President signed the bill into law on March 31, 2021. During 2021, the Extraordinary Appeals Chamber received 744 new complaints of which 280 were recognized and accepted for examination. During 2021, the Chamber reviewed 103 complaints.

On April 8, 2020, the European Court of Justice (ECJ) issued interim measures ordering the government to suspend the work of the Supreme Court Disciplinary Chamber with regard to disciplinary cases against judges. The ECJ is evaluating an infringement proceeding launched by the European Commission in April 2019 and referred to the ECJ in October 2019. The Commission has argued that the country’s disciplinary regime for judges “undermines the judicial independence of…judges and does not ensure the necessary guarantees to protect judges from political control, as required by the Court of Justice of the EU.” The Commission stated the disciplinary regime did not provide for the independence and impartiality of the Disciplinary Chamber, which is composed solely of judges selected by the restructured National Council of the Judiciary, which is appointed by the Sejm. The ECJ has yet to make a final ruling. The European Commission and judicial experts have complained the government has ignored the ECJ’s interim measures.

On April 29, 2020, the European Commission launched another infringement procedure regarding a law that came into effect on February 14, 2020. The law allows judges to be disciplined for impeding the functioning of the legal system or for questioning another judge’s professional state or the effectiveness of his or her appointment. It also requires judges to disclose memberships in associations. The Commission stated the law “undermines the judicial independence of Polish judges and is incompatible with the primacy of EU law.” It also stated the law “prevents Polish courts from directly applying certain provisions of EU law protecting judicial independence and from putting references for preliminary rulings on such questions to the [European] Court of Justice.” On December 3, 2020, the Commission expanded its April 29 complaint to include the continued functioning of the Disciplinary Chamber in apparent disregard of the ECJ’s interim measures in the prior infringement procedure.  On January 27, 2021, the European Commission sent a reasoned opinion to the Polish government for response.

On July 14 and 15, 2021, the ECJ issued two rulings against Polish government changes to Poland’s judicial disciplinary system. These rulings directly conflicted with a July 14, 2021, Polish Constitutional Tribunal ruling that said the ECJ had exceeded its authority. On July 20, 2021, the European Commission threatened financial sanctions and gave the Polish government until August 16, 2021, to confirm compliance with the ECJ rulings. On August 16, the Polish government sent a letter to the Commission in response to the ultimatum, promising new legislation in “the coming months” to fix Poland’s judicial disciplinary regime and liquidate the controversial Disciplinary Chamber of the Supreme Court. On September 7, 2021, the Commission announced it had requested the ECJ impose financial penalties against Poland for not complying with ECJ rulings. The Commission also initiated a new infringement procedure against Poland to ascertain details about the Polish government’s planned legislation. On October 27, 2021, the ECJ imposed a €1 million daily fine against Poland for the government’s failure to suspend the Disciplinary Chamber of the Supreme Court, as ordered by the ECJ in July. As of April 2022, the Polish Parliament has not completed the legislative process to consider legislation that responds to the European Commission’s concerns.

Foreign nationals can expect to obtain impartial proceedings in legal matters. Polish is the official language and must be used in all legal proceedings. It is possible to obtain an interpreter. The basic legal framework for establishing and operating companies in Poland, including companies with foreign investors, is found in the Commercial Companies Code. The Code provides for establishment of joint-stock companies, limited liability companies, or partnerships (e.g., limited joint-stock partnerships and professional partnerships). These corporate forms are available to foreign investors who come from an EU or European Free Trade Association (EFTA) member state or from a country that offers reciprocity to Polish enterprises, including the United States.With few exceptions, foreign investors are guaranteed national treatment. Companies that establish an EU subsidiary after May 1, 2004 and conduct or plan to commence business operations in Poland must observe all EU regulations. However, in some cases they may not be able to benefit from all privileges afforded to EU companies. Foreign investors without permanent residence and the right to work in Poland may be restricted from participating in day-to-day operations of a company. Parties can freely determine the content of contracts within the limits of European contract law. All parties must agree on essential terms, including the price and the subject matter of the contract. Written agreements, although not always mandatory, may enable an investor to avoid future disputes. The Civil Code is the law applicable to contracts.

Useful websites (in English) to help navigate laws, rules, procedures, and reporting requirements for foreign investors:

Polish Investment and Trade Agency: https://www.paih.gov.pl/en 

Polish Financial Supervision Authority (KNF):  https://www.knf.gov.pl/en/ 

Office of Competition and Consumer Protection (UOKIK):  https://uokik.gov.pl/legal_regulations.php 

Biznes.gov.pl is intended for people who plan to start a new business in Poland. The portal is designed to simplify the formalities of setting up and running a business. It provides up-to-date regulations and procedures for running a business in Poland and the EU; it supports electronic application submission to state institutions; and it answers questions regarding running a business. Information is available in Polish and English. https://www.biznes.gov.pl/en/przedsiebiorcy/ 

In 2022, the Polish Government introduced a new measure – an investment agreement – for strategic investors who would like to obtain clarity and certainty regarding the tax consequences of a given investment. The agreement (commonly referred to as “Interpretation 590”) is concluded with the Ministry of Finance and will be binding on the tax administration.

An Interpretation 590 includes the following features:

  • Its objective is to provide flexibility, completeness, and comprehensiveness in determining the tax consequences of an investment project.
  • It is available to investors planning an investment in Poland worth at least PLN 100 million (approximately $22 million) and, from 2025 onward, PLN 50 million (approximately $11 million).
  • The agreement will be valid for the stated period, limited to five tax years (with the possibility to extend).
  • Separate applications to various tax authorities (e.g., individual tax rulings, advance pricing arrangements (APA), anti-GAAR clearance, etc.) are not required as all of these matters would be covered with one investment agreement.
  • The scope of information provided in the agreement should not be limited by the provisions of the Tax Code governing individual tax rulings. One agreement could cover all potential tax consequences of an investment.
  • The agreement will be subject to a fee of PLN 50,000 (approximately $11,200) for the initial application and PLN 100,000 to 500,000 (approximately $22,400 to $112,000) after concluding the agreement, with the exact fee depending on the volume of the investment and scope of the investment agreement).

The above changes reflect an increasing focus of the Polish Government to attract significant investments into Poland.

A special tax unit, the “Investor Desk” has been established, at the Finance Ministry, to handle tax matters of strategic investor. This unit, along with other agencies focused on foreign investments in Poland, will support significant investors passing through administrative requirements.

The tax authorities are often open to discussing strategic investments and providing support in applying formal measures which, with new measures in place, should be even more common and accessible to investors.

Poland has a high level of nominal convergence with the EU on competition policy in accordance with Articles 101 and 102 of the Lisbon Treaty. Poland’s Office of Competition and Consumer Protection (UOKiK) is well within EU norms for structure and functioning, with the exception that the Prime Minister both appoints and dismisses the head of UOKiK. This is supposed to change to be in line with EU norms, however, as of April 2022, the Prime Minister was still exercising his right to remove and nominate UOKiK’s presidents.

The Act on Competition and Consumer Protection  was amended in mid-2019. The most important changes, which concern geo-blocking and access to fiscal and banking secrets, came into force on September 17, 2019. Other minor changes took effect in January 2020. The amendments result from the need to align national law with new EU laws.

Starting in January 2020, UOKiK may intervene in cases when delays in payment are excessive. UOKiK can take action when the sum of outstanding payments due to an entrepreneur for three subsequent months amounts to at least PLN 5 million ($1.1 million). In 2022, the minimum amount decreases to PLN 2 million ($450,000).

The President of UOKiK issues approximately 100 decisions per year regarding practices restricting competition and infringing on collective interests of consumers. Enterprises have the right to appeal against those decisions to the court. In the first instance, the case is examined by the Court of Competition and Consumer Protection, and in the second instance, by the Appellate Court. The decision of the Appellate Court may be challenged by way of a cassation appeal filed to the Supreme Court. In major cases, the General Counsel to the Republic of Poland will act as the legal representative in proceedings concerning an appeal against a decision of the President of UOKiK.

As part of COVID-related measures, the Polish Parliament adopted legislation amending the Act of July 24, 2015, on the Control of Certain Investments, introducing full-fledged foreign direct investment control in Poland and giving new responsibilities to UOKiK. Entities from outside the EEA and/or the OECD have to notify the Polish Competition Authority of the intention to make an investment resulting in acquisition, achievement or obtaining directly or indirectly “significant participation” or the status of a dominant entity within the meaning of the Act of July 24, 2015, on the Control of Certain Investments in an entity subject to protection. The law entered into force on July 24, 2020 and is valid for 24 months. In view of the war taking place across Poland’s eastern border and in the absence of significant amendments to the original Act on the Control of Certain Investments, there is a high likelihood that the temporary amendment adopted in 2020 will be extended, with possible modifications.

In late 2020, the government proposed legislation concerning UOKiK’s investigative powers, cooperation between anti-monopoly authorities, and changes to fine imposition and leniency programs. One of the amendments also stipulates that the President of UOKiK will be elected to a 5-year term and the dismissal of the anti-monopoly authority will only be possible in precisely defined situations, such as a legally valid conviction for a criminal offense caused by intentional conduct and the deprivation of public rights or of Polish citizenship. Adoption of these solutions is linked to the implementation of the EU’s ECN+ directive.

All multinational companies must notify UOKiK of a proposed merger if any party to it has subsidiaries, distribution networks, or permanent sales in Poland.

Examples of competition reviews can be found at:

https://uokik.gov.pl/aktualnosci.php?news_id=17406  (PKN Orlen/Polska Press)

https://www.uokik.gov.pl/news.php?news_id=17198  (Agora/Eurozet)

https://www.uokik.gov.pl/news.php?news_id=17202  (Orlen/Polska Press)

https://www.uokik.gov.pl/news.php?news_id=17198  (BPH Bank spread clauses)

Decisions made by the President of UOKiK can be searched here: https://decyzje.uokik.gov.pl/bp/dec_prez.nsf 

In December 2021, UOKiK launched its first competition probe into a major online platform, beginning an investigation into whether Apple’s latest privacy update unlawfully favors its own personalized advertising service. UOKiK has also initiated two proceedings concerning the application of competition law to employment-related arrangements. This follows a growing global trend of competition authorities combating no-poach or wage-fixing arrangements.

The President of UOKiK has the power to impose significant fines on individuals in management positions at companies that violate the prohibition of anticompetitive agreements and in the case of violations of consumer rights. The maximum fine that can be imposed on a manager is PLN 2 million ($450,000) and, in the case of managers in the financial sector, up to PLN 5 million ($1.12 million).

UOKiK imposed such fines on individuals for the first time in 2021 and as of March 2022, they have been imposed in three cases. Two cases concerned horizontal agreements regarding price fixing and market sharing, and one case concerned vertical restraints on resale prices. More decisions imposing fines on individuals can be expected as there are additional pending cases.

In October 2020, UOKiK issued a €6.48 billion ($6.8 billion) fine on Gazprom for failing to notify the agency about a joint financing agreement.

Article 21 of the Polish Constitution states that “expropriation is admissible only for public purposes and upon equitable compensation.”  The Law on Land Management and Expropriation of Real Estate states that property may be expropriated only in accordance with statutory provisions such as construction of public works, national security considerations, or other specified cases of public interest.  The government must pay full compensation at market value for expropriated property.  Acquiring land for road construction investment, and recently also for the Central Communication Port and the Vistula Spit projects, has been liberalized and simplified to accelerate property acquisition, particularly through a special legislative act. Most acquisitions for road construction are resolved without problems.  There have been a few cases, however, in which the inability to reach agreement on remuneration has resulted in disputes.  Post is not aware of any recent expropriation actions against U.S. investors, companies, or representatives.

Poland’s bankruptcy law has undergone significant change and modernization in recent years. There is now a bankruptcy law and a separate, distinct restructuring law. Bankruptcy in Poland is criminalized if a company’s management does not file a petition to declare bankruptcy when a company becomes illiquid for an extended period of time or if a company ceases to pay its liabilities. https://www.paih.gov.pl/polish_law/bankruptcy_law_and_restructuring_proceedings

In order to reduce the risk of overwhelming the bankruptcy courts with an excess of cases resulting from the COVID-19 pandemic, changes were introduced in the bankruptcy process for consumers, shifting part of the duties to a trustee. A second significant change was the introduction of simplified restructuring proceedings. During restructuring proceedings, a company appoints an interim supervisor and is guaranteed protection against debt collection while seeking approval for specific restructuring plans from creditors. The simplified proceedings enjoy great support among entities at risk of insolvency. These changes were originally intended to remain in force only until June 30, 2021, later extended until November 30, 2021. The popularity of simplified restructurings among distressed entrepreneurs led the Polish Parliament to retain them for an indefinite period of time.

The latest implementation of the amendments to the bankruptcy law brought about other amendments to the proceedings, as follows:

  • The announcement on the opening of the proceedings to approve the arrangement will be made by the arrangement supervisor, not by the debtor himself or herself;
  • The announcement may be made only after the debtor has submitted the list of receivables and the list of disputed receivables;
  • The arrangement supervisor will list the agreements that are essential for the functioning of the debtor’s enterprise so as to prevent its termination;
  • The court’s decision on the cancellation of the effects of making the announcement may be appealed; and
  • The case files will be kept by the arrangement supervisor.

These amendments entered into force on December 1, 2021.

On December 1, 2021, the National Debtors Register (NDR or Krajowy Rejestr Zadluzonych) began operations. Its purpose is to increase the safety of business transactions through easier verification of contractors, as well as to contribute to the acceleration of bankruptcy and restructuring proceedings. This registry makes proceedings more transparent and easier to follow because all important information regarding the proceedings is available online in one place. In addition to its informational function, the National Debtors Register also serves as a platform for bankruptcy and restructuring proceedings. Applications and letters in proceedings are filed exclusively via the NDR system. Voting on the arrangement and collecting creditors’ votes also takes place via this system, as does the preparation and delivery of court judgments. Certain statutorily defined groups of entities will be exempt from the obligation to file letters in bankruptcy and restructuring proceedings through the NDR.

5. Protection of Property Rights

Poland recognizes and enforces secured interests in property, movable and real. The concept of a mortgage exists in Poland, and there is a recognized system of recording such secured interests. There are two types of publicly available land registers in Poland: the land and mortgage register (ksiegi wieczyste), the purpose of which is to register titles to land and encumbrances thereon; and the land and buildings register (ewidencja gruntow i budynkow), the function of which is more technical as it contains information concerning physical features of the land, class of land, and its use. Generally, real estate in Poland is registered and legal title can be identified on the basis of entries in the land and mortgage registers which are maintained by relevant district courts. Each register is accessible to the public and excerpts are available on application, subject to a nominal fee. The registers are available online.

Poland has a non-discriminatory legal system accessible to foreign investors that protects and facilitates acquisition and disposition of all property rights, including land, buildings, and mortgages. However, foreigners (both individuals and entities) must obtain a permit to acquire property (See Section 1 Limits on Foreign Control and Right to Private Ownership and Establishment). Many investors, foreign and domestic, complain the judicial system is slow in adjudicating property rights cases. Under the Polish Civil Code, a contract to buy real property must be made in the form of a notary deed. Foreign companies and individuals may lease real property in Poland without having to obtain a permit.

Widespread nationalization of property during and after World War II has complicated the ability to establish clear title to land in Poland, especially in major municipalities.  While the Polish government has an administrative system for reviewing claims for the restitution of communal property, former individual property owners must file and pursue claims in the Polish court system in order to receive restitution.  There is no general statute of limitations regarding the filing or litigation of private property restitution claims, but there are exceptions for specific cases.  For example, in cases involving the communist-era nationalization of Warsaw under the Bierut Decree, there were claims deadlines that have now passed, and under current law, those who did not meet the deadlines would no longer be able to make a claim for either restitution or compensation.  During 2021, Warsaw city authorities continued implementing a 2015 law dubbed the Small Reprivatization Act.  This law aimed to stop the problem of speculators purchasing Warsaw property claims for low values from the original owners or their heirs and then applying for a perpetual usufruct or compensation as the new legal owner.

NGOs and advocacy groups expressed serious concerns that the 2015 law fell short of providing just compensation to former owners who lost property as a result of the nationalization of properties by the communist-era government, and also properties taken during the Holocaust era. Legal experts expressed concern that the law limited the ability of petitioners to reclaim property unjustly taken from their lawful owners. The World Jewish Restitution Organization asserted that the time limits included in the law were insufficient for potential claimants, particularly Holocaust survivors and their heirs, to meet difficult documentary requirements.

Critics state the law might extinguish potential claims by private individuals of properties seized during World War II or the communist era, if no one comes forward to pursue a restitution claim within the time limit.  Any potential claimants who come forward within six months after publication of the affected property by the City of Warsaw will have an additional three months to establish their claim.  The city began publishing lists in 2017 and continued to do so during 2021.  The city’s website contains further information on these cases and the process to pursue a claim:

https://bip.warszawa.pl/Menu_podmiotowe/biura_urzedu/SD/ogloszenia/default.htm 

In 2021, the government significantly altered legal and administrative procedures for private property restitution and compensation. On June 24, Parliament adopted a revision to the Code of Administrative Procedure that significantly restricted the ability of individuals to seek the return of private property seized under Nazi occupation or during the Communist era. The law made it impossible to challenge any administrative decision issued more than 30 years prior and ended any pending administrative challenges to those decisions. The legislation limited the primary process by which claimants can seek restitution or compensation for expropriated property, according to NGOs and lawyers specializing in the issue. Individuals who already successfully challenged administrative decisions were still able to seek return of their property or compensation in the courts. The president signed the legislation into law on August 14, and the law entered into force on September 16. It is sometimes difficult to establish clear title to properties.  There are no comprehensive estimates of land without clear title in Poland.

The 2016 Agricultural Land Law banned the sale of state-owned farmland under the administration of the National Center for Support of Agriculture (NCSA) for five years.  Long-term state-owned farmland leases are available for farmers looking to expand their operations up to 300 hectares.  Foreign investors can (and do) lease agricultural land.  The 2016 Agricultural Land Law also imposed restrictions on sales of privately-owned farmland, giving the NCSA preemptive right of purchase.  In June 2019, the Polish Parliament amended the Agricultural Land Law to loosen land sale requirements.  The amendment increased the size of private agricultural land, from 0.3 to 1.0 hectare that could be sold without the approval of the NCSA.  The new owner is not allowed to sell the land for five years. The Law on Forest Land similarly prevents Polish and foreign investors from purchasing privately-held forests and gives state-owned entities (Lasy Panstwowe) preemptive right to buy privately-held forest land.

The 2011 amendment to the law of Management of Farmland Administered by NCSA and 2016 Agricultural Land Law adversely affected tenants with long-term state-owned land leases.  Several entities, including U.S. companies, faced the prospect of returning some currently leased land to the Polish government over the coming years.  Three of these entities appealed to the Ombudsman, who requested the Constitutional Tribunal (CT) to verify the law’s compliance with the constitution, but the cases were dismissed by the CT in the fall of 2020.  On March 17, 2021, a law amending the 2016 Agricultural Land Law was adopted.  The amendment extended the ban on selling state-owned farmland under the administration of the NCSA for another five years, until May 1, 2026.  The 2021 amendment did not change the land lease situation for larger operators, who remain ineligible to have their land leases extended unless 30 percent of the land under lease had been returned.  Additionally, eligible renters can apply for the prolongation of the lease contracts, but for larger farmers, under 2020 Order of the Director General of NCSA, they can be extended up to eight years.

Polish intellectual property rights (IPR) law is more strict than European Commission directives require.  Poland is a member of the World Intellectual Property Organization (WIPO) and a party to many of its treaties, including the Berne Convention, the Paris Convention, the Patent Cooperation Treaty, the WIPO Copyright Treaty, and the WIPO Performances and Phonograms Treaty. Enforcement is improving across all sectors of Poland’s IPR regime.

2021 saw a sudden drop in piracy statistics in Poland, compared to other EU countries. According to Blu Media Study’s “Poles’ Finances in Times of the 2021 Pandemic,” as many as six out of ten Poles use online subscription services. Poles use services that provide access to movies and series (39 percent of participants) most often, and to music (15 percent), games and online journalism (11 percent each) less frequently. Pirated series in Poland in 2021 were dominated by productions from platforms that were inaccessible to Polish consumers.

A popular Polish cyberlocker platform is included on the 2021 Notorious Markets List. Poland does not appear in the U.S. Trade Representative’s Special 301 Report.

In cases of IPR violations, Polish law requires a rights holder to start the prosecution process.  In Poland, authors’ and creators’ organizations and associations track violations and share these with prosecutors.  Rights holders express concern that penalties for digital IPR infringement are not high enough to deter violators.

In August 2021, the Chancellery of the Prime Minister of Poland published assumptions to the draft of the new Act on Industrial Property Law, which would replace the current Act of 30 June 2000 – Industrial Property Law. Below are the main assumptions to the draft of the new act:

  • Utility models – the bill provides for the introduction of provisions streamlining and speeding up the application procedure, by replacing the current examination system with a registration system. It means that (similarly as with trademarks and industrial designs) the Polish Patent Office would no longer by default examine the substantive conditions for granting a protection right to a utility model but would focus only on the formal aspects of the application. This amendment aims to speed up the examination of applications for registration and shorten the time from an average 24 months to about 12 months.
  • Industrial designs – the definition of an industrial design and the conditions for obtaining protection have been changed, so that the national regulations are fully harmonized with Directive 98/71/EC of the European Parliament and of the Council of 13 October 1998 on the legal protection of designs.
  • Trademarks – the bill provides for shortening the period of filing opposition to two months from the date of publication of information about the application, dropping the current mandatory two-month settlement period for the parties during the opposition proceedings (the so-called cooling-off period), and abolition of the joint protection right.
  • Geographical indications – the bill provides for a new procedure of registration of these rights. The proposed provisions would apply only to non-agricultural products.
  • Trade secrets – to solve the problem of unlawful acquisition of information, the bill provides for the introduction of a so-called deposit, corresponding to the provisions of Directive (EU) 2016/943 of the European Parliament and of the Council of 8 June 2016 on the protection of undisclosed know-how and business information (trade secrets) against their unlawful acquisition, use and disclosure. A deposit, containing technical and technological information constituting a trade secret, may make it easier to prove the priority of the existence of information constituting a trade secret and the subject matter of that information.
  • Official fees – the bill provides for systematization of the regulations on the fee collection structure and record keeping, eliminating doubts as to the amount of and eligibility for the payment of fees. The draft act also introduces a new solution, according to which when filing applications for at least three different objects of industrial property within three months, the fee for the application for each of them may be reduced by 30 percent. The proposed solution offers greater support to innovators who are at the stage of building their portfolio of intellectual property rights with a commercialization aim.

The planned date of the adoption of the draft of the new legislation was the first quarter of 2022.

On July 1, 2020, intellectual property courts, in the form of Intellectual Property Divisions (IPDs), were introduced in Poland. This role was entrusted to five Regional Courts – Gdansk, Katowice, Lublin, Poznan and Warsaw. Courts of Appeal in Warsaw and Poznan deal with cases at second instance. In accordance with applicable regulations, cases involving greater technical complexity, namely cases concerning computer programs, inventions, utility models, topographies of integrated circuits, plant varieties and business secrets of a technical nature, are in principle dealt with only in Warsaw.

The creation of the intellectual property courts, with their judges specializing in adjudication in the area of intellectual property law, is a step in the right direction, and the experience gained so far from the proceedings before these courts seems to confirm the validity of this decision.

Tax incentives for IPR known collectively as “IP Box” or “Innovation Box,” included in the November 2018 tax amendment, have been applicable since January 2019. See Section 4 – Investment Incentives.

Polish customs tracks seizures of counterfeit goods. In 2021, compared to 2018, 67 percent more goods infringing intellectual property arrived in Poland.  According to the DLA Piper and Amazon report the value of smuggling reached $45 million (PLN 203 million), which was 3.5 times more than a year earlier. Illegal practices are likely to increase due to the war in Ukraine.

General information on copyright in Poland:

https://www.paih.gov.pl/polish_law/intellectual_property_rights 

Polish Patent Office: http://www.uprp.pl/o-urzedzie/Lead03,14,56,1,index,pl,text/ 

Chancellery of the Prime Minister: https://www.gov.pl/cyfryzacja/co-robimy 

For additional information about national laws and points of contact at local IP offices, please see WIPO’s country profiles at www.wipo.int/directory/en/

6. Financial Sector

The Polish regulatory system is effective in encouraging and facilitating portfolio investment. Both foreign and domestic investors may place funds in demand and time deposits, stocks, bonds, futures, and derivatives. Poland’s equity markets facilitate the free flow of financial resources. Poland’s stock market is the largest and most developed in Central Europe. In September 2018, it was reclassified as developed market status by FTSE Russell’s country classification report. The stock market’s capitalization generally falls in the range of 30-40 percent, however, in 2021 it reached 50 percent of GDP. Although the Warsaw Stock Exchange (WSE) is itself a publicly traded company with shares listed on its own exchange after its partial privatization in 2010, the state retains a significant percentage of shares which allows it to control the company.

In April 2021, the WSE celebrated its 30-year anniversary. Over the three decades, it has become a hub for foreign institutional investors targeting equity investments in the region. It has also become an increasingly significant source of capital.

In addition to the equity market, Poland has a wholesale market dedicated to the trading of treasury bills and bonds (Treasury BondSpot Poland). This treasury market is an integral part of the Primary Dealers System organized by the Finance Ministry and part of the pan-European bond platform. Wholesale treasury bonds and bills denominated in zlotys and some securities denominated in euros are traded on the Treasury BondSpot market. Non-government bonds are traded on Catalyst, a WSE managed platform. The capital market is a source of funding for Polish companies. While securities markets continue to play a subordinate role to banks in the provision of finance, the need for medium-term financial support for the modernization of the electricity and gas sectors is likely to lead to an increase in the importance of the corporate bond market. The Polish government acknowledges the capital market’s role in the economy in its development plan. Foreigners may invest in listed Polish shares, but they are subject to some restrictions in buying large packages of shares. The impact of the pandemic was still being felt in 2021, stimulating volatility in financial markets and improving liquidity.

The Capital Markets Development Strategy, published in 2018, identifies 20 key barriers and offers 60 solutions. Some key challenges include low levels of savings and investment, insufficient efficiency, transparency, and liquidity of many market segments, and lack of taxation incentives for issuers and investors. The primary aim of the strategy is to improve access of Polish enterprises to financing. The strategy focuses on strengthening trust in the market, improving the protection of individual investors, the stabilization of the regulatory and supervisory environment, and the use of competitive new technologies. The strategy is not a law but sets the direction for further regulatory proposals. The Ministry of Finance assumes in its development directions for 2021-2024, the liquidation of approximately 50 percent of barriers to the development of the financial market identified in the strategy.

The development activities pursued in 2021 included the adoption of the WSE Group ESG Strategy 2025 in December 2021. The ESG Strategy sets out the ambitions and objectives in the area of sustainable development for 2022-2025.

In 2021, the Warsaw Stock Exchange (WSE) published its first ESG reporting guidelines for listed companies – a handbook developed in collaboration with industry experts. WSE joined a group of approximately 60 stock exchanges around the world that have written guidance on ESG reporting. Poland’s consumer and business environment is  increasingly concerned  with environmental, social, and governance (ESG) factors, although a lack of standardized reporting mechanisms is leaving investors confused about the true extent of their portfolio’s ESG performance.  The guidelines provide small and mid-sized companies with a roadmap for measuring their impact on the environment while defining a code of good practice for market leaders. From the international perspective, the guidelines will strengthen the position of the Polish capital market and investor interest in companies listed on the WSE. In December 2020, the WSE partnered with the European Bank for Reconstruction and Development (EBRD) to bring clarity to ESG reporting by listed companies in Poland and the region of Central and Southeast Europe.

Poland is one of the most rigorously supervised capital markets in Europe according to the European Commission.

The Employee Capital Plans program (PPK)—which is designed to increase household saving to augment individual incomes in retirement—could provide a boost to Poland’s capital markets and reduce dependence on foreign saving as a source for investment financing. The program has been delayed due to the outbreak of the COVID-19 pandemic.High-risk venture capital funds are an increasingly important segment of the capital market which is developing fast. The funds remain active and Poland is a leader in this respect in Central and Eastern Europe. 2021 was a breakthrough year for Polish start-up firms and most of these firms have shrugged off the impact of the pandemic or even benefitted from it. The development of Polish start-ups also translates into jobs creation. The 15 companies that raised the most venture capital (VC) funding in 2019–2021 employed more than 1,300 people in 2021. The average share of Polish employees in these companies was 58 percent. Poland had its first two start-ups reach “unicorn” status in 2021, medical appointment service DocPlanner and hair appointment app Booksy.

More unicorns are expected to emerge in 2022. VC funding most often goes to companies working in the health innovation domain, according to a report by PFR Ventures and Inovo Venture Partners. In 2021, they accounted for more than 14 percent of all transitions. SaaS (subscription model) remains the most popular business model. VC investment hit a record high in Poland in 2021, increasing 66 percent over the year before to reach almost $900 million.

The government’s package of tax relief for IPOs, investment in stock exchange debutants, and VC fund investing became available in January 2022.

Poland provides full IMF Article VIII convertibility for current transactions. Banks can and do lend to foreign and domestic companies. Companies can and do borrow abroad and issue commercial paper, but the market is less robust than in Western European countries or the United States. The Act on Investment Funds allows for open-end, closed-end, and mixed investment funds, and the development of securitization instruments in Poland. In general, no special restrictions apply to foreign investors purchasing Polish securities.Credit allocation is on market terms. The government maintains some programs offering below-market rate loans to certain domestic groups, such as farmers and homeowners. Foreign investors and domestic investors have equal access to Polish financial markets. Private Polish investment is usually financed from retained earnings and credits, while foreign investors utilize funds obtained outside of Poland as well as retained earnings. Polish firms raise capital in Poland and abroad.Recent changes in the governance structure of the Polish Financial Supervisory Authority (KNF) are aimed at increasing cross governmental coordination and a better-targeted response in case of financial shocks, while achieving greater institutional effectiveness through enhanced resource allocation. KNF’s supplementary powers have increased, allowing it to authorize the swift acquisition of a failing or likely to fail lender by a stronger financial institution.

On July 20, 2021, a draft act was published on the amendment of certain acts in connection with ensuring the development of the financial market and protection of investors in this market. As follows from the justification to the draft act, the act aims to organize and improve the functioning of financial market institutions by eliminating barriers to access to the financial market, improving supervision over the financial market, protecting clients of financial institutions and minority shareholders, and increasing the level of digitization in performance of supervisory duties by KNF. The draft act provides for tightening of many administrative sanctions that may be imposed on entities subject to the supervision of KNF. In practice, this may lead to the imposition of fines in a much higher amount, which in turn will significantly increase the risk related to the conduct of business activity subject to supervision.

On July 21, 2021, the Polish Financial Supervision Authority presented its strategy for the years 2021-2025. The document is the overarching plan that defines the mission, vision, and values of the KNF organization.

The Polish financial sector is well capitalized and has limited direct exposure to Russia, Ukraine, and Belarus.  The economic fallout from the pandemic has not threatened banking sector stability. Fiscal, monetary, and macroprudential support measures implemented at the beginning of the pandemic have helped the sector emerge from the pandemic-induced recession relatively unscathed.

The banking sector plays a dominant role in the financial system, accounting for about 70 percent of financial sector assets. The sector is mostly privately owned, with the state controlling about 40 percent of the banking sector and the biggest insurance company. Poland had 30 locally incorporated commercial banks at the end of 2021, according to KNF. The number of locally-incorporated banks has been declining over the last five years. Poland’s 520 cooperative banks play a secondary role in the financial system but are widespread. The state owns eight banks. Over the last few years, growing capital requirements, lower prospects for profit generation, and uncertainty about legislation addressing foreign currency mortgages has pushed banks towards mergers and acquisitions. KNF welcomes this consolidation process, seeing it as a “natural” way to create an efficient banking sector.The Polish National Bank (NBP) is Poland’s central bank. At the end of 2021, the banking sector was overall well capitalized and solid. Poland’s banking sector meets European Banking Authority regulatory requirements. The share of non-performing loans decreased in 2021 after a sharp rise in 2020. In December 2021, the share of non-performing loans was 5.7 percent of portfolios, an improvement from 6.8 percent a year earlier. Poland’s central bank is willing and able to provide liquidity support to the banking sector, in local and foreign currencies, if needed.

Poland is a member of the EU, but not of the euro currency area or banking union. As a result, it shares a single market and many harmonized economic rules with the EU but retains its own currency and monetary policy.

The banking sector is liquid, remains profitable, and major banks are well capitalized, although disparities exist among banks. Banks remained under pressure in 2020 and the first half of 2021 due to low interest rates, the issue of conversion of Swiss francs mortgage portfolios into Polish zlotys, and a special levy on financial institutions (0.44 percent of the value of assets excluding equity and Polish sovereign bonds). Banks managed to restore their profits in 2021, but the low profitability of the banking sector remains a challenge, especially for smaller banks, although it does not generate risks to the system’s stability.

Legal risks for foreign exchange mortgages issued in primarily Swiss francs during 2006-2008, remain a major source of risk in the banking system. The probability of the most costly scenarios unfolding for banks, however, has diminished. In a process begun by the government and shaped by court decisions handed down by the European Court of Justice and Poland’s Supreme Court, since 2019, Polish citizens have been able to convert Swiss franc denominated loan principal into local currency while continuing to pay interest on the terms of the original loan agreement (Swiss franc LIBOR) with the banks absorbing any foreign exchange loss. About one-third of housing loans are still in foreign currency, particularly Swiss francs, according to the NBP. This is down from 62 percent at the start of 2011, but the fall in the value of the zloty has made such loans costly for borrowers and a risk to commercial banks’ asset quality. The financial regulator has restricted the availability of loans in euros or Swiss francs in order to minimize the banking system’s exposure to exchange risk resulting from fluctuations. Only individuals who earn salaries denominated in these currencies continue to enjoy easy access to loans in foreign currencies.

Since 2015, the Polish government established an active campaign aiming to increase the market share of national financial institutions. Since 2017, Polish investors’ share in the banking sector’s total assets exceeds the foreign share in the sector. The state controls around 40 percent of total assets, including the two largest banks in Poland. These two lenders control about one third of the market. Rating agencies warn that an increasing state share in the banking sector might impact competitiveness and profits in the entire financial sector. There is concern that lending decisions at state-owned banks could come under political pressure. Nevertheless, Poland’s strong fundamentals and the size of its internal market mean that many foreign banks will want to retain their positions.

Poland has well developed payments systems, integrated with those of the EU and overseen by the NBP. Apple Pay and Google Pay have launched operations in Poland.

In 2020, NBP had relationships with 27 commercial and central banks and was not concerned about losing any of them.

Poland does not have a sovereign wealth fund sensu stricto. However, the Polish Development Fund (PFR) is often referred to as Poland’s Wealth Fund. PFR is an umbrella organization pooling resources of several governmental agencies and departments, including EU funds. A strategy for PFR was adopted in September 2016 registered in February 2017. PFR supports the implementation of the Responsible Development Strategy. PFR operates as a group of state-owned banks and insurers, investment bodies, and promotion agencies. The group implements programs enhancing long-term investment and economic potential and supporting equal opportunities as well as environmental protection. The budget of PFR initially reached PLN 14 billion ($3.1 billion), which managers estimate is sufficient to raise capital worth PLN 90-100 billion ($20-22 billion). Various actors within the organization can invest through acquisition of shares, through direct financing, seed funding, and co-financing venture capital. Depending on the instruments, PFR expects different rates of return. While supportive of overseas expansion by Polish companies, the PFR’s mission is domestic.

PFR directs the strategic vision for the corporate group which includes four distinct subsidiaries:

  • PFR Ventures – the largest fund of funds (FoF) in the CEE region offering repayable financing to innovative SMEs through selected financial intermediaries such as venture capital funds or business angels;
  • PFR Portal PPK – a company dedicated to supervising the Employee Capital Plans (PPK), which is a common and voluntary long-term saving system for employees in Poland, developed and co-financed by employers and the state;
  • PFR TFI – a company focused on incepting and managing closed-end investment funds oriented towards alternative assets (e.g., real estate, infrastructure projects, PE or VC) as well as managing a part of the assets raised in the PPK program;
  • PFR Nieruchomosci – the real estate arm of the group which aims to improve the potential of the national housing market by implementing investments of significant importance to local communities.

PFR’s core function was initially focused on fostering private sector development by direct (equity) and indirect investment across a wide range of sectors, including technology, infrastructure, and energy. Over the years, the group’s mandate has broadened and now includes the following areas:

  • Bridging infrastructure gaps in the Polish economy (including transport, municipal, and digital infrastructure);
  • Venture capital market development (direct investment and via existing private sector venture capital funds);
  • Facilitating the government’s pension reform by managing a long-term pension savings scheme; and
  • Fostering investment in affordable housing and developing the housing rental market.

PFR group has been used by the government to implement several unique policy projects, including emergency support to private sector entities, promotion of the private pension savings scheme and, more recently, the provision of sizable financial support (PLN 100 billion or $22 billion) to the private sector amid the COVID-19 pandemic. PFR ‘s assets currently represent about 3.2 percent of Poland’s GDP.

ESG (environmental, social, and corporate governance) reporting is becoming a standard for more and more organizations. To meet the needs of entrepreneurs, the PFR team has prepared a special list of start-ups and tools supporting ESG reporting, which is aimed at facilitating the adaptation of companies to the new standards.

In March 2022, the European Investment Bank and PFR signed an agreement on strategic cooperation. The cooperation agreement concerns the co-financing of investments mainly in the areas of sustainable economy development, environmental protection, climate change mitigation and adaptation, improvement of energy efficiency and increasing the use of renewable energy sources.

In the period 2022-2025, financing the energy transformation will be one of the three basic pillars of the Polish Development Fund’s activity. The main emphasis will be placed on the development of infrastructure contributing to increasing energy security and reducing the emission intensity of the Polish energy sector, both at the national and local levels.

7. State-Owned Enterprises

State-owned enterprises (SOEs) exist mainly in the defense, energy, transport, banking, and insurance sectors. The main Warsaw stock index (WIG) is dominated by state-controlled companies. The government intends to keep majority share ownership and/or state-control of economically and strategically important firms and is expanding the role of the state in the economy, particularly in the banking, energy, foodstuffs, and media sectors. Some U.S. investors have expressed concern that the government favors SOEs by offering loans from the national budget as a capital injection and unfairly favoring SOEs in investment disputes. Since Poland’s EU accession, government activity favoring state-owned firms has received careful scrutiny from Brussels. Since the Law and Justice (PiS) government came to power in 2015, there has been a considerable increase in turnover in managerial positions of state-owned companies (although this has also occurred in previous changes of government, but to a lesser degree) and increased focus on building national champions in strategic industries to be able to compete internationally. There have also been cases of takeovers of foreign private companies by state-controlled companies the viability of which has raised doubts. SOEs are governed by a board of directors and most pay an annual dividend to the government, as well as prepare and disclose annual reports.

A list of companies classified as “important for the economy” is at this link: https://www.gov.pl/web/premier/wykaz-spolek 

Among them are companies of “strategic importance” whose shares cannot be sold, including: Grupa Azoty S.A., Grupa LOTOS S.A., KGHM Polska Miedz S.A., Energa S.A., and the Central Communication Port.

The government sees SOEs as drivers and leaders of its innovation policy agenda. For example, several energy SOEs established a company to develop electro mobility. The performance of SOEs has remained strong overall and broadly similar to that of private companies. International evidence suggests, however, that a dominant role of SOEs can pose fiscal, financial, and macro-stability risks.

As of June, 2021 there were 349 companies in partnership with state authorities. Among them there are companies under bankruptcy proceedings and in liquidation and in which the State Treasury held residual shares. According to the Minister of State Assets, companies controlled by the state create 15 percent of GDP. Here is a link to the list of companies, including under the control of which ministry they fall: http://nadzor.kprm.gov.pl/spolki-z-udzialem-skarbu-panstwa .

The Ministry of State Assets, established after the October 2019 post-election cabinet reshuffle, has control over almost 180 enterprises. Their aggregate value reaches several dozens of billions of Polish zlotys. Among these companies are the largest chemical, energy, and mining groups; firms in the banking and insurance sectors; and transport companies. This list does not include state-controlled public media, which are under the supervision of the Ministry of Culture, or the State Securities Printing Company (PWPW) supervised by the Interior Ministry. Supervision over defense industry companies has been shifted from the Ministry of Defense to the Ministry of State Assets.

The same standards are generally applied to private and public companies with respect to access to markets, credit, and other business operations such as licenses and supplies. Government officials occasionally exercise discretionary authority to assist SOEs. In general, SOEs are expected to pay their own way, finance their operations, and fund further expansion through profits generated from their own operations.

On February 21, 2019, an amendment to the Act on the Principles of Management of State-Owned Property was adopted, which provides for the establishment of a new public special-purpose fund – the Capital Investment Fund. The fund is a source of financing for the purchase and subscription of shares in companies. The fund is managed by the Prime Minister’s office and financed by dividends from state-controlled companies.

Starting October 12, 2022, the Act amending the Commercial Companies Code and certain other acts will enter into force. It introduces the so-called “holding law” developed by the Commission for Owner Oversight Reform with the Ministry of State Assets. It lays down the principles of how a parent company may instruct its subsidiaries and stipulates the parent company’s liability and the principles of creditor, officer, and minority shareholder protections.

This amendment constitutes an important change for many companies operating in Poland including foreign parent companies. The new regulations, which have encountered some controversy, will apply only to capital companies. The legislation distinguishes between the separate activities of holding companies and of groups of companies. Protections have been extended to minority shareholders and creditors of subsidiaries, identifying threats that may result from binding instructions of the parent company for these groups.

The PiS-led government has increased control over Poland’s banking and energy sectors.

Proposed legislation to “deconcentrate” and “repolonize” Poland’s media landscape, including through the possible forced sale of existing investments, has met with domestic and international protest. Critical observers allege that PiS and its allies are running a pressure campaign against foreign and independent media outlets aimed at destabilizing and undermining their businesses. These efforts include blocking mergers through antimonopoly decisions, changes to licensing requirements, and the proposed new advertising tax. Increasing government control over state regulatory bodies, advertising agencies and infrastructure such as printing presses and newsstands, are other possible avenues. Since 2015, state institutions and state-owned and controlled companies have ceased to subscribe to or place advertising in independent media, cutting off an important source of funding for those media companies. At the same time, public media has received generous support from the state budget.

In December 2020, state-controlled energy firm PKN Orlen, headed by PiS appointees, acquired control of Polska Press in a deal that gives the governing party indirect control over 20 of Poland’s 24 regional newspapers. Because this acquisition was achieved without legislative changes, it has not provoked diplomatic repercussions with other EU member states or a head-on collision with Brussels over the rule of law. Having successfully taken over a foreign-owned media company with this model, there are concerns PKN Orlen will continue to be used for capturing independent media not supportive of the government.

In Poland, the same rules apply to SOEs and publicly-listed companies unless statutes provide otherwise. The state exercises its influence through its rights as a shareholder in proportion to the number of voting shares it holds (or through shareholder proxies). In some cases, an SOE is afforded special rights as specified in the company’s articles, and in compliance with Polish and EU laws. In some non-strategic companies, the state exercises special rights as a result of its majority ownership but not as a result of any specific strategic interest. Despite some of these specific rights, the state’s aim is to create long-term value for shareholders of its listed companies by adhering to the OECD’s SOE Guidelines. State representatives who sit on supervisory boards must comply with the Commercial Companies Code and are expected to act in the best interests of the company and its shareholders. The European Commission noted that “Polska Fundacja Narodowa” (an organization established to promote Polish culture worldwide and funded by Polish SOEs) was involved in the organization and financing of a campaign supporting the controversial judiciary changes by the government. The Commission stated this was broadly against OECD recommendations on SOE involvement in financing political activities.

SOE employees can designate two fifths of the SOE’s Supervisory Board’s members. In addition, according to Poland’s privatization law, in wholly state-owned enterprises with more than 500 employees, the employees are allowed to elect one member of the management board. SOEs are subject to a series of additional disclosure requirements above those set forth in the Company Law. The supervising ministry prepares specific guidelines on annual financial reporting to explain and clarify these requirements. SOEs must prepare detailed reports on management board activity, plus a report on the previous financial year’s activity, and a report on the result of the examination of financial reports. In practice, detailed reporting data for non-listed SOEs is not easily accessible. State representatives to supervisory boards must go through examinations to be able to apply for a board position. Many major state-controlled companies are listed on the Warsaw Stock Exchange and are subject to the “Code of Best Practice for WSE Listed Companies.”

On September 30, 2015, the Act on Control of Certain Investments entered into force. The law creates mechanisms to protect against hostile takeovers of companies operating in strategic sectors (gas, power generation, chemical, copper mining, petrochemical and telecoms) of the Polish economy (see Section 2 on Investment Screening), most of which are SOEs or state controlled. In 2020, the government amended the legislation preventing hostile take overs. The amendments will be in force for 24 months. They are a part of the pandemic-related measures introduced by the Polish government. The SOE governance law of 2017 (with subsequent amendments) is being implemented gradually. The framework formally keeps the oversight of SOEs centralized. The Ministry of State Assets exercises ownership functions for the majority of SOEs. A few sector-specific ministries (e.g., Culture and Infrastructure) also exercise ownership for SOEs with public policy objectives. The Prime Minister’s office oversees development agencies such as the Polish Development Fund, the Industry Development Agency, and ElectroMobility Poland S.A.

The Polish government has completed the privatization of most of the SOEs it deems not to be of national strategic importance. With few exceptions, the Polish government has invited foreign investors to participate in major privatization projects. In general, privatization bidding criteria have been clear and the process transparent. The majority of SOEs classified as “economically important” or “strategically important” are in the energy, mining, media, telecommunications, and financial sectors. The government intends to keep majority share ownership of these firms, or to sell tranches of shares in a manner that maintains state control. The government is currently focused on consolidating and improving the efficiency of the remaining SOEs.

8. Responsible Business Conduct

In Poland, the principle of sustainable development has been given the rank of a fundamental right resulting from the provisions of the Constitution of the Republic of Poland. Article 5 of the Constitution says: “The Republic of Poland guards the independence and inviolability of its territory, ensures the freedoms and rights of people and citizens as well as the security of citizens, protects the national heritage and protects the environment, guided by the principle of sustainable development.”

Polish law provides for many restrictions imposed on investors in order to ensure that all undertaken investments do not affect the environment with respect to provided indicators. Public authorities have a significant role in granting appropriate permits, and public consultations are carried out beforehand.

The Ordinance of the Minister of Investment and Development (the name has since changed to the Economic Development and Technology Ministry) of May 10, 2018, established working groups responsible for sustainable development and corporate social responsibility. The chief function of the working groups is to create space for dialogue and exchange of experiences between the public administration, social partners, NGOs, and the academic environment in corporate social responsibility (CSR) and responsible business conduct (RBC). Experts cooperate within five working groups: 1) Innovation for CSR and sustainable development; 2) Business and human rights; 3) Development of non-financial reporting; 4) Socially responsible administration; and 5) Socially responsible universities.

Zespół ds. Zrównoważonego Rozwoju i Społecznej Odpowiedzialności Przedsiębiorstw – Ministerstwo Funduszy i Polityki Regionalnej – Portal Gov.pl (www.gov.pl) 

The greater team issues recommendations concerning implementation of the CSR/RBC policy, in particular, the objectives of the Strategy for Responsible Development. More information on recent developments in the CSR area and future events is available under this link: https://www.gov.pl/web/fundusze-regiony/spoleczna-odpowiedzialnosc-przedsiebiorstw-csr2 

On October 8, 2021, the Council of Ministers adopted the National Action Plan for the implementation of the UN Guiding Principles on Business and Human Rights for 2021-2024 (NAP). The implementation of the first edition of the National Action Plan for 2017-2020 was completed and the Final Report was prepared. The report concerns tasks aimed at improving the observance of human rights, the implementation of which was carried out on the basis of schedules developed by individual ministries and other institutions involved in the NAP. Biznes i prawa człowieka – Ministerstwo Funduszy i Polityki Regionalnej – Portal Gov.pl (www.gov.pl) 

The mission is not aware of reports of human or labor rights concerns relating to RBC in Poland.An increasing number of Polish enterprises are implementing the principles of CSR/RBC in their activities. One of these principles is to openly inform the public, employees, and local communities about the company’s activities by publishing non-financial reports. An increasing number of corporate sector entities understand that sharing experience in the field of integration of social and environmental factors in everyday business activities helps build credibility and transparency of the Polish market. Many companies voluntarily compile ESG/CSR activity reports based on international reporting standards. Most reports are published by companies from the fuel, energy, banking, food industries, logistics, and transport sectors. There is also growing interest in voluntary reporting in the healthcare, retail, and construction sectors. Surveys indicate, however, that companies still have a long way to go in ESG reporting.The attitude of Poles to environmental issues is changing, and so are their expectations regarding business. According to a study by ARC Rynek i Opinia for the Warsaw School of Economics, 59 percent of Poles consciously choose domestic products more often and 57 percent avoid products that harm the environment. In Poland, provisions relating to responsible business conduct are contained within the Public Procurement law and are the result of transposition of very similar provisions contained in the EU directives. For example, there is a provision for reserved contracts, where the contracting authority may limit competition for sheltered workshops and other economic operators whose activities include social and professional integration of people belonging to socially marginalized groups.

Independent organizations including NGOs and business and employee associations promote CSR in Poland. The Responsible Business Forum (RBF), founded in 2000, is the oldest and largest NGO in Poland focusing on corporate social responsibility: http://odpowiedzialnybiznes.pl/english/ 

CSR Watch Coalition Poland, part of the OECD Watch international network aims to advance respect for human rights in the context of business activity in Poland in line with the spirit of the UNBHR-GPs and the OECD Guidelines for Multinational Enterprises (MNEs): https://www.oecdwatch.org/organisations/csr-watch-coalition-poland/ 

Poland’s largest CSR and sustainable development review, published by the Responsible Business Forum, confirms the enormous mobilization and commitment in the fight against the pandemic. Many businesses have launched new CSR activities to deliver assistance and support. The 19th edition of the “Responsible Business in Poland. Good Practices” report has seen a more than 40 percent increase in activities reported. The total number of reported practices hit an all-time high of almost 2,000. Experts from the RBF note a lower number of long-standing practices which shows that the pandemic has led to suspension or discontinuation of certain CSR activities. The pandemic has also fueled the development of CSR partnerships, which is reflected in the activities reported. Businesses collaborated, for instance, in the production of sanitizer gel, provision and delivery of medicines and PPE to hospitals, and social welfare centers.

Research shows that sustainability and CSR are increasingly translating into consumer choices in Poland. According to SW Research for Stena Recycling, nearly 70 percent of Poles would like their favorite products to come from sustainable production and are willing to switch to more sustainably produced products. More than half believe that the circular economy can have a direct, positive impact on the environment.

In December 2016, Poland was the first country in the world to issue a green bond. The bond served to highlight the government’s support for projects with clear environmental benefits, as well as finance Poland’s key environmental goals, i.e., Poland’s National Renewable Energy Plan and the National Program for the Augmentation of Forest Cover. Green bonds are becoming increasingly popular in Poland.

In December 2020, the Warsaw Stock Exchange (WSE) partnered with the European Bank for Reconstruction and Development (EBRD) to bring clarity to ESG reporting from listed companies in Poland and the region of Central and Southeast Europe. In 2021, the WSE published its first ESG reporting guidelines for listed companies – a handbook developed in collaboration with industry experts. The WSE joined a group of approximately 60 stock exchanges around the world that have written guidance on ESG reporting. Poland’s consumer and business environment is  increasingly concerned  with ESG factors, although a lack of standardized reporting mechanisms is leaving investors confused about the true extent of their portfolio’s ESG performance.  The guidelines provide small and mid-sized companies with a roadmap for measuring their impact on the environment while defining a code of good practice for market leaders.

Poland launched the Chapter Zero Poland Program, which is part of the international Climate Governance Initiative established by the World Economic Forum. The program brings together members of the supervisory boards and presidents of major companies to raise awareness of the consequences of climate change for business and the impact of business on climate.

Poland maintains a National Contact Point (NCP) for OECD Guidelines for Multinational Enterprises: https://www.gov.pl/web/fundusze-regiony/krajowy-punkt-kontaktowy-oecd  Starting in March 2021, the EU regulation SFDR 2019/2088 on disclosure of information related to sustainable development (environmental, labor, human rights, and anti-corruption) in the financial services sector applies in Poland and other EU countries.The NCP promotes the OECD MNE Guidelines through seminars and workshops. Investors can obtain information about the Guidelines and their implementation through Regional Investor Assistance Centers. Information on the OECD NCP activities is under this link: https://www.gov.pl/web/fundusze-regiony/oecd-national-contact-point 

Poland is not a member of the Extractive Industries Transparency Initiative (EITI) or the Voluntary Principles on Security and Human Rights. The primary extractive industries in Poland are coal and copper mining.  Onshore, there is also hydrocarbon extraction, primarily conventional natural gas, with limited exploration for shale gas.  The Polish government exercises legal authority and receives revenues from the extraction of natural resources and from infrastructure related to extractive industries such as oil and gas pipelines through a concessions-granting system, and in most cases through shareholder rights in state-owned enterprises.  The Polish government has two revenue streams from natural resources: 1) from concession licenses; and 2) from corporate taxes on the concession holders.  License and tax requirements apply equally to both state-owned and private companies.  Natural resources are brought to market through market-based mechanisms by both state-owned enterprises and private companies. Poland was among the original ratifiers of the Montreux Document on Private Military and Security Companies in 2008. One company from Poland is a member of the International Code of Conduct for Private Security Service Providers’ Association (ICoCA).

Department of State

Department of the Treasury

Department of Labor

The updated nationally determined contributions (NDC) as of December 18, 2020, submitted by Poland envision an at least 55 percent domestic reduction in GHG emissions by 2030 compared to 1990.

On March 29, 2022, the Council of Ministers adopted the assumptions for updating the “Energy Policy of Poland until 2040” (PEP2040) – Strengthening Energy Security and Independence.  The updated energy policy of Poland will take into account energy sovereignty, a particular element of which is to ensure rapid independence of the national economy from imported fossil fuels from the Russian Federation.  The assumptions provide for increasing technological diversification and expansion of capacities based on domestic sources, including further development of renewable energy sources and consistent implementation of nuclear energy and improvement of energy efficiency, but also further diversification of supplies and providing alternatives to oil and natural gas.  Actions taken will be aimed at the development of new low-carbon technologies and their integration into the system.  Priority will be given to actions that strengthen the development of electricity grids and energy storage, while the use of coal-fired units may increase from time to time in the face of uncertainty in the natural gas market.  Poland shall also undertake negotiating efforts to reform the EU climate policy mechanisms to enable a low-carbon and ambitious transformation, contributing to the achievement of the EU’s targets, while taking into account the temporary increased use of conventional generation capacity.  Due to recent unlawful Russian aggression against Ukraine, Poland’s neighbor, the Polish government decided to periodically increase the use of domestic hard coal deposits in case of a threat to the energy security of the state.  Originally the government assumed that coal units would be replaced more quickly and to a greater extent by gas units, but under current circumstances there will be a greater transition directly from coal sources to renewables and nuclear ones.  The requirement to end the use of coal by 2049 will still be binding.

Even though Poland has committed to the Fit for 55 package, it has not yet adopted an individual commitment to become climate-neutral by 2050.  Instead, Poland continues to say that the EU as a whole will be climate-neutral by that date, suggesting that other EU members may have to have negative emissions by 2050 to make up for Poland’s emissions.  The PEP2040 with recent amendments, however, sets up ways of reducing the use of coal and gas while increasing the role of RES (wind, solar, biomass) and nuclear. Other policies which aim to achieve climate goals include PEP2030 – Polityka Ekologiczna Panstwa 2030 (which encompasses 3 specific objectives: Environment and Health, Environment and Economy, and Environment and Climate). There is also Poland’s Hydrogen Strategy to 2030 with an Outlook to 2040 which sets out the main objectives of hydrogen economy development in Poland and the directions of activities needed to achieve them.  The Circular Economy program ( GOZ – gospodarka o obiegu zamknietym) is supervised by the Ministry of Economic Development and Technology. The National Fund for Environmental Protection and Water Management, along with the Ministry of Climate and Environment, established and financed a pilot program entitled “Circular economy in municipalitie” in 2017.  The pilot ran until 2020 with three municipalities participating (Łukowica -Małopolskie Province, Tuczno – Zachodniopomorskie Province and Wieluń – Łódzkie Province).

The private sector is already implementing some solutions to achieving relevant targets and goals due to EU regulations and pressure from the financial/banking sector and foreign investors.

Poland has an unfavorable energy mix due to its heavy dependency on coal (71 percent of energy comes from coal fired plants). The cost of transitioning to a net-zero economy by 2050 will be approximately 350 billion euros ($370 billion) and with be realized through the implementation of several programs which aim to achieve clean air, preserve biodiversity, and promote ecological solutions. Most of the government’s flagship programs should be implemented by 2030 or 2040. Programs to promote clean and accessible energy include Poland’s energy policy until 2040 (PEP2040), which emphasizes energy security; amendments to the Energy Efficiency Act and to the RES Act (still not finalized); the Polish nuclear energy program (PPEJ), and biomethane and hydrogen programs. There are also programs implemented and financed by the National Fund for Environmental Protection and Water Management (a body supervised by the Ministry of Climate and Environment). These include Mój Prąd, Agroenergia, District heating, and Polska Geotermia Plus, which are all planned to run until 2025 and are focused on local governments, institutions, and individual citizens. Programs dedicated to fight air pollution are: Stop SMOG, Clean Air Program, and Thermal modernization relief. There also are programs dedicated to supporting cities and municipalities in adapting to the challenges caused by climate changes: Adaptation to climate change and limiting the effects of environmental threats and City with Climate (blue and green infrastructure and green public transport).

Available tax solutions and loans:

  • Thermo-modernization relief up to PLN 53,000 ($12,000) per taxpayer in the home, to be used for items such as insulation or replacement of the heating system. In the case of spouses who are co-owners of a building, the limit increases to PLN 106,000 ($24,000).
  • R&D relief which allows the deduction of up to 200 percent of R&D expenses. In practice, most of the activities eligible for the R&D tax credit can be described as ecological, such as an increase in energy efficiency, improvement in the recyclability of materials, and various industrial innovations.
  • A tax on non-recycled plastic in force since the beginning of 2021. The fee is added to Poland’s EU membership fee and has not yet been passed on to businesses. In addition, a so-called “plastic directive” prohibiting the sale of disposable cutlery, plates, and ear buds will come into force in Poland in March/April 2022.
  • Zero excise tax for natural gas intended to power internal combustion engines, i.e., liquefied natural gas (LNG), compressed natural gas (CNG), biogas, and hydrogen and biohydrogen. The policy has been in force since August 2019.
  • Zero excise tax on electric and hybrid vehicles (according to the Act of 11 January 2018 on electromobility and alternative fuels). The provision originally applied to hybrid vehicles only until January 2021 but was extended for two more years for cars with internal combustion engines of no more than two liters.

Ecolabelling:  Many companies in Poland have already earned the right to label their products with the European Ecolabel.  The certificates are awarded by the Polish Centre for Testing and Certification (PCBC). Entrepreneurs who obtain the certificate for specific products have the right to mark them with a distinctive sign with the Ecolabel logo.

Protected areas:  The 2004 Act on Nature Conservation describes the following forms of nature conservation: national parks; nature reserves; landscape parks; protected landscape areas; NATURA 2000 areas; species protection of plants, animals and fungi, and other forms of nature conservation: monuments of nature, documentation sites, ecological arable lands, and landscape/nature complexes.species protection of plants, animals and fungi, and; other forms of nature conservation: monuments of nature, documentation sites, ecological arable lands, and landscape/nature complexes.

Ecosystem management plans: Projects related to this topic are run by the National Fund for Environment Protection and Water Management and supervised by the Ministry of Climate as the Operator of the program, “Environment, Energy and Climate Change.”

Nature-based solutions (NBS): Includes all solutions based on green and blue infrastructure (ex: greening of cities, water management) and are mainly introduced by local governments and as an education topic to raise awareness among citizens.

9. Corruption

Poland has laws, regulations, and penalties aimed at combating corruption of public officials and counteracting conflicts of interest.  Anti-corruption laws extend to family members of officials and to members of political parties who are members of Parliament.  There are also anti-corruption laws regulating the finances of political parties.  According to a local NGO, an increasing number of companies are implementing voluntary internal codes of ethics.  In 2021, the Transparency International (TI) index of perceived public corruption ranked Poland as 42nd least corrupt among 180 countries/territories (three places higher than on the 2020 TI index).

The Polish Central Anti-Corruption Bureau (CBA) and national police investigate public corruption.  The Justice Ministry and the police are responsible for enforcing Poland’s anti-corruption criminal laws.  The Finance Ministry administers tax collection and is responsible for denying the tax deductibility of bribes.  Reports of alleged corruption most frequently appear in connection with government contracting and the issuance of a regulation or permit that benefits a particular company.  Allegations of corruption by customs and border guard officials, tax authorities, and local government officials show a decreasing trend.  If such corruption is proven, it is usually punished.  Overall, U.S. firms have found that maintaining policies of full compliance with the U.S. Foreign Corrupt Practices Act (FCPA) is effective in building a reputation for good corporate governance and that doing so is not an impediment to profitable operations in Poland.  Poland ratified the UN Anticorruption Convention in 2006 and the OECD Convention on Combating Bribery in 2000.  Polish law classifies the payment of a bribe to a foreign official as a criminal offense, the same as if it were a bribe to a Polish official. For more information on the implementation of the OECD Anti-Bribery Convention in Poland, please visit:   http://www.oecd.org/daf/anti-bribery/poland-oecdanti-briberyconvention.htm 

Centralne Biuro Antykorupcyjne (Central Anti-Corruption Bureau – CBA)
al. Ujazdowskie 9, 00-583 Warszawa
+48 800 808 808
kontakt@cba.gov.pl

To report corruption, use this link: www.cba.gov.pl ; and:  https://www.cba.gov.pl/pl/zglos-korupcje/445,Zglos-korupcje-osobiscie-lub-pisemnie.html 

The Batory Foundation, as part of a broader operational program (ForumIdei), continues to monitor public corruption, carries out research into this area, and publishes reports on various aspects of the government’s transparency.  Contact information for Batory Foundation is:  batory@batory.org.pl; 22 536 02 00.

11. Labor Policies and Practices

Poland has a well-educated, skilled labor force.  Productivity, however, remains below OECD averages but is rising rapidly and unit costs are competitive.  In the last quarter of 2021, according to the Polish Central Statistical Office (GUS), the average gross wage in Poland was PLN 5,995 per month ($1,500) compared to 5,458 ($1,444) in the last quarter of 2020.  Poland’s economy employed roughly 16.780 million people in the fourth quarter of 2021.  Eurostat measured total Polish unemployment at 2.9 percent, with youth unemployment at 11 percent in December 2021.  The unemployment rate was the same among male and female workers. GUS reports unemployment rates differently and tends to be higher than Eurostat figures.  Unemployment varied substantially among regions: the highest rate was 8.6 percent (according to GUS) in the north-eastern part of Poland (Warmia and Mazury), and the lowest was 3.1 percent (GUS) in the western province of Wielkopolska, at the end of the fourth quarter of 2021.  Unemployment was lowest in major urban areas.  Polish workers are usually eager to work for foreign companies, in Poland and abroad.  Since Poland joined the EU, up to two million Poles have sought work in other EU member states.

According to the Ministry of Family and Social Policy, more than 2 million “simplified procedure” work declarations were registered in 2021, of which 1.7 million were for Ukrainian workers (compared to 1.3 million a year earlier).  Under the revised procedure, local authorities may verify if potential employers have actual job positions for potential foreign workers.  The law also authorizes local authorities to refuse declarations from employers with a history of abuse, as well as to ban employers previously convicted of human trafficking from hiring foreign workers.  The 2018 revision also introduced a new type of work permit for foreign workers, the so-called seasonal work permit, which allow for legal work up to nine months in agriculture, horticulture, tourism, and similar industries.  Ministry of Family and Social Policy statistics show that during 2021, more than 400,000 seasonal work permits of this type were issued, of which more than 387,000 went to Ukrainians.  Ministry of Family and Social Policy statistics also show that in 2021, more than 504,000 foreigners received work permits, including more than 325,000 Ukrainians, compared with 295,272 in 2020.  On March 12, 2022, the new law on assistance to Ukrainian citizens in connection with the armed conflict on the territory of the country entered into force. Under the new law, Ukrainian citizens who fled their country as a result of the war can legally stay and work in Poland for up to 18 months.

Polish companies suffer from a shortage of qualified workers.  According to a 2022 report, “Barometer of Professions,” commissioned by the Ministry of Family and Social Policy, several industries suffer shortages, including the construction, manufacturing, healthcare, transportation, education, food processing, and financial industries.

The most sought-after workers in the construction industry include concrete workers, steel fixers, carpenters, and bricklayers.  Manufacturing companies seek electricians, electromechanical engineers, tailors, welders, woodworkers, machinery operators, and locksmiths.  Employment has expanded in service industries such as information technology, manufacturing, and administrative and support service activities.  The business process outsourcing industry in Poland has experienced dynamic growth.  The state-owned sector employs about a quarter of the work force, although employment in coal mining and steel are declining.

Since 2017, the minimum retirement age for men has been 65 and 60 for women.  Labor laws differentiate between layoffs and dismissal for cause (firing).  In the case of layoffs (when workers are dismissed for economic reasons in companies which employ more than 20 employees), employers are required to offer severance pay.  In the case of dismissal for cause, the labor law does not require severance pay.

Most workers hired under labor contracts have the legal right to establish and join independent trade unions and to bargain collectively. Individuals who are self-employed or in an employment relationship based on a civil law contract are also permitted to form a union. The law provides for the rights of workers to form and join independent trade unions, bargain collectively, and conduct legal strikes. The law prohibits antiunion discrimination and provides legal measures under which workers fired for union activity may demand reinstatement. Trade union influence is declining, though unions remain powerful among miners, shipyard workers, government employees, and teachers.  The Polish labor code outlines employee and employer rights in all sectors, both public and private, and has been gradually revised to adapt to EU standards. However, employers tend to use temporary and contract workers for jobs that are not temporary in nature.  Employers have used short-term contracts because they allow firing with two weeks’ notice and without consulting trade unions.  Employers also tend to use civil instead of labor contracts because of ease of hiring and firing, even in situations where work performed meets all the requirements of a regular labor contract.

Polish law requires equal pay for equal work and equal treatment with respect to signing labor contracts, employment conditions, promotion, and access to training.  The law defines equal treatment as nondiscrimination in any way, directly or indirectly on the grounds of gender, age, disability, race, religion, nationality, political opinion, ethnic origin, denomination, sexual orientation, and whether or not the person is employed temporarily or permanently, full time or part time.

The 1991 Law on Conflict Resolution defines the mechanism for labor dispute resolution.  It consists of four stages: first, the employer is obliged to conduct negotiations with employees; the second stage is a mediation process, including an independent mediator; if an agreement is not reached through mediation, the third stage is arbitration, which takes place at the regional court; the fourth stage of conflict resolution is a strike.

The Polish government adheres to the International Labor Organization’s (ILO) core conventions and generally complies with international labor standards.  However, there are several gaps in enforcing these standards, including legal restrictions on the rights of workers to form and join independent unions.  Cumbersome procedures make it difficult for workers to meet all of the technical requirements for a legal strike.  The law prohibits collective bargaining for key civil servants, appointed or elected employees of state and municipal bodies, court judges, and prosecutors.  There were some limitations with respect to identification of victims of forced labor.  Despite prohibitions against discrimination with respect to employment or occupation, such discrimination occurs.  Authorities do not consistently enforce minimum wage, hours of work, and occupational health and safety, either in the formal or informal sectors.

The National Labor Inspectorate (NLI) is responsible for identifying possible labor violations; it may issue fines and notify the prosecutor’s office in cases of severe violations.  According to labor unions, however, the NLI does not have adequate tools to hold violators accountable and the small fines imposed as punishment are an ineffective deterrent to most employers.  The United States has no FTA or preference program (such as GSP) with Poland that includes labor standards.

The grey economy’s share in Poland’s GDP is expected to increase to 18.9 percent in 2022, from 18.3 percent in 2021, according to Poland’s Institute of Forecasts and Economic Analyses (IPAG). IPAG estimates that the total value of the shadow economy in Poland will reach EUR 126.4 billion (PLN 590 billion) in 2022. According to IPAG, Russia’s ongoing war in Ukraine remains a significant factor of uncertainty and may additionally boost the grey economy to 19.4 percent. According to worldeconomics.com, the size of Poland’s informal economy is estimated to be 22.4 percent which represents approximately $354 billion at GDP PPP levels.

In 2021, Poland ranked 18 in the Mastercard Index of Women Entrepreneurs (MIWE) ranking offering women good conditions for running a business, down 12 places from 2020. According to the Mastercard report, 29 percent of companies in Poland are run by women. At the end of 2021, the share of women on the boards of the companies listed on the Warsaw Stock Exchange was only 17 percent, a decrease by one percent compared to 2020.

According to the analysis of data from the National Court Register carried out by the Dun & Bradstreet business intelligence agency, the number of companies owned by women in Poland at the end of 2021 decreased by three percent compared to 2020 and accounted for 32.5 percent of all companies. The number of women in the position of CEO decreased from 23.5 percent to 19.5 percent and as members of management boards from 30 percent to 25 percent. According to the Central Statistical Office (GUS) data, the share of women in the Polish labor market amounts to over 40 percent.

The pandemic undoubtedly contributed to the decline in women’s business activity. According to the report of the Foundation Success Written with Lipstick, one-third of surveyed business owners and co-owners admitted that they had problems with running a business in 2021, over a quarter recorded a drop in revenues, and eight percent had to suspend activities. Every fifth entrepreneur had to change the business profile of her company due to the pandemic.

The COVID-19 pandemic continued to dominate 2021, affecting the business world and forcing employers and employees to adapt to new working conditions. Due to the growing popularity of remote work, the Ministry of Labor has continued works aimed at introducing remote work to the provisions of the Labor Code for good. New regulations will be introduced in the first half of 2022.

Investment Climate Statements
Edit Your Custom Report

01 / Select a Year

02 / Select Sections

03 / Select Countries You can add more than one country or area.

U.S. Department of State

The Lessons of 1989: Freedom and Our Future