2017 Investment Climate Statements: Poland

Policies Towards Foreign Direct 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 identifies key goals for attracting investment, including improving the investment climate, maintaining a stable macroeconomic and regulatory environment, and high quality corporate governance, including in state-owned companies.

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. The current government has expressed a desire to increase the percentage of domestic ownership in some industries such as banking and retail dominated by foreign companies. Two new sectoral taxes, on assets of certain financial institutions and or retail sales, have been recently introduced. The first one is levied on banks and insurance companies with assets exceeding a certain threshold. The retail tax was suspended after the European Commission ruled it violated regulations on state aid. In January 2017, the Polish government dismissed draft legislation that would have imposed a Sunday trade ban, which caused particular concern among foreign-owned firms with large logistics centers. The governing party has announced it is preparing a new, less restrictive proposal.

There are a variety of Polish agencies involved in investment promotion:

• The Economic Development Ministry has two departments involved in investment promotion and facilitation: the Large Investment Support Department and the International Relations Departments https://www.mr.gov.pl/en/ 

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

• Starting February 3, 2017, the Polish Investment and Trade Agency (PAIH) replaced the Polish Information and Foreign Investment Agency (PAIiIZ) as the main institution responsible for promotion and facilitation of foreign investment. The rebranding is connected with the expansion of the scope of the agency’s activities. Apart from providing services to investors in the country, PAIH will support Polish investors abroad. The agency will operate as part of the Polish Development Fund, which integrates government development agencies. PAIH will coordinate all operational instruments, such as diplomatic missions, commercial fairs and programs dedicated to specific markets and sectors, as well as promote the Polish economy and attract foreign investors to the country. The Agency is in the process of opening commercial offices abroad including one in San Francisco. PAIH services are available to all investors. http://www.paiz.gov.pl/en 

The Polish Investment and Trade Agency (PAIH) now serves as a spokesperson for investors. Also the Ministry of Economic Development invites investors, including foreign ones, to discuss issues of general concern and/or related to a particular sector of Poland’s economy.

By the end of 2015, according to IMF and National Bank of Poland data, Poland attracted over USD 180 billion (cumulative) in foreign direct investment (FDI), principally from Western Europe and the United States. The apparent decrease in cumulative investment relative to 2015 reflects a legal change in the reporting period, which led companies to change their investment vehicle to minimize their tax liabilities, thereby appearing as a domestic rather than foreign investment. It does not, according to several sources, reflect an actual decrease in cumulative FDI.

Limits on Foreign Control and Right to Private Ownership and Establishment

Foreign and domestic entities can establish and own business enterprises and engage in most forms of remunerative activity per the Law on Freedom of Economic Activity. Forms of business activity are described in the Commercial Companies Code. Poland places 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 TV 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 January 2017, a team comprised of officials of 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. So far, the team has not made formal proposals.

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 Treasury Ministry 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: http://www.paiz.gov.pl/prawo/formy_prowadzenia_dzialalnosci_gospodarczej# 

Polish law restricts foreign investment in land and real estate. Since Poland’s EU accession in 2004, foreign citizens from EU member states and EFTA countries (Iceland, Liechtenstein, Norway, and Switzerland) do not need permission to purchase non-agricultural real estate, or to acquire or receive shares in a company owning non-agricultural real estate in Poland. 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 2 hectares are exempt from agricultural land purchase restrictions. Laws to restrict farm land and forest purchases came into force April 30, 2016 and are addressed in more detail in this report, in the section on Real Property.

Citizens from countries other than the EU and EFTA are allowed to purchase an apartment, 0.4 hectares (4,000 square meters) of urban land, or up to one-half hectare of agricultural land with building restrictions and restrictions on eligibility for government support programs. In order to make large commercial real estate purchases, foreign citizens must obtain a permit from the Ministry of Interior (with the consent of the Defense and Agriculture Ministries), pursuant to the Act on Acquisition of Real Estate by Foreigners. A foreign business intending to buy real estate in Poland may apply for a provisional permit from the Ministry of Interior, which is valid for two years from the date of issue, during which time the company is expected to assemble documents demonstrating it is a viable business. Permits may be refused for reasons of social policy or public security.

On September 30, 2015 the Act on the Control of Certain Investments entered into force, which provides for the screening of acquisitions in energy generation and distribution, petroleum production, processing and distribution; telecommunications; as well as the manufacturing and trade of explosives, weapons and ammunition.

U.S. energy and investment firms are concerned about the recently passed “Law on Investments in Wind Power.” The law specifies a wind turbine site must be placed at a distance of ten times the total height of the installation as measured from ground level to the highest point, which, on average, will be a minimum distance of two kilometers from residences and environmentally protected areas, precluding most site development in Poland.

U.S. companies invested in the pharmacy and healthcare sectors are concerned about multiple proposed regulatory and legislative changes which would limit competition and access to these markets.

Other Investment Policy Reviews

In the past three years, the Polish government has not conducted an investment policy review through the Organization for Economic Cooperation and Development (OECD); the World Trade Organization (WTO); or the United Nations Conference on Trade and Development (UNCTAD).

Business Facilitation

The Polish government has continued to implement reforms aimed at improving the investment climate with a special focus on the SME sector and innovations. The so-called Small Law of Innovation entered into force January 1, 2017. Refer to section 5 of this report for more information Poland introduced changes to the public procurement law and contract enforcement in 2016. Bankruptcy and restructuring frameworks entered into force, which provide debtors more ways to restructure a company and limit their obligations towards creditors, making a firm’s exit from the market easier.

In late 2016, under the Strategy for Responsible Development, authorities presented a number of tax simplification measures and an exemption from social security contributions for new entrepreneurs. The corporate income tax (CIT) rate for the lowest earning taxpayers and taxpayers in their first year of activity was reduced from 19 percent to 15 percent. Ongoing reform efforts seek to eliminate widespread inconsistencies in local tax rulings and address long standing complaints from foreign investors. Despite these reforms and others, investors complain of over-regulation, over-burdened courts and prosecutors, and burdensome bureaucratic processes.

In Poland, business activity may be conducted in forms of a sole proprietor, civil law partnership, as well as commercial partnerships and companies regulated in provisions of the Commercial Partnerships and Companies Code. Sole proprietor and civil law partnerships are registered in the Central Registration and Information on Business (CEIDG), which is housed by the Ministry of Economic Development: 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 kept by the competent district court for the registered office of the established partnership or company. Local corporate lawyers say starting a business remains costly in terms of time and money, though KRS registration in the National Court Register averages less than two weeks according to the Ministry of Justice and four weeks according to the World Bank’s 2017 Doing Business Report.

As part of its February 2016 development plan, the Polish government introduced the concept of a new simple joint-stock company (Prosta Spolka Akcyjna – PSA), which promotes start-ups. Its main advantages will include low initial capital requirements, investment incentives and fewer legal formalities. The PSA is expected to become available in 2017.

• General information, National Court Register (KRS): https://ms.gov.pl/en/national-registers/national-court-register/general-information-on-the-national-court-register/ 
• Forms in English, National Court Register (KRS): https://ms.gov.pl/en/national-registers/national-court-register/application-forms-used-in-krs/ ;
• Electronic KRS access: https://ms.gov.pl/en/national-registers/national-court-register/electronic-access-to-the-national-court-register/ 

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

• Central Statistical Office
  http://bip.stat.gov.pl/en/regon/subjects-and-data-included-in-the-register/ 
• ZUS – Social Insurance Agency
  http://www.zus.pl/files/46_13%20PUE%20-%20wer%20ang.pdf 
• Ministry of Finance
  http://www.mf.gov.pl/web/bip/wyniki-wyszukiwania/?q=business%20registration 
• Both registers are available in English and foreign companies may use them.
• Poland’s Single Point of Contact site for business registration and information is: http://www.businessinpoland.gov.pl  and an online guide to choose a type of business registration is: https://www.biznes.gov.pl/poradnik/-/scenariusz/REJESTRACJA_DZIALALNOSCI_GOSPODARCZEJ 

Outward Investment

The recently established Polish Development Fund (PFR), supervised by the Ministry of Economic Development, is to play a key role in promoting Polish investment abroad. More information on PFR can be found in section 7 and at its website: https://www.pfr.pl/en/#pfr-group

The Minister of Foreign Affairs and the Minister of Economic Development are carrying out a reform of Poland’s economic diplomacy. Existing Trade and Investment Promotion Sections in embassies and consulates around the world will be replaced by trade offices and new offices will be established, 69 altogether.

The Polish Information and Foreign Investment Agency (PAIiIZ) was rebranded in February 2017 to Polish Agency for Investment and Trade (PAIH) and has recently opened Foreign Trade Offices in Singapore, San Francisco, Ho Chi Minh City, Shanghai, Tehran and Nairobi. In 2017, it will establish offices in Budapest, Frankfurt, Dubai and Mexico. Trade offices will offer a range of services to include: finding potential partners for Polish manufacturers/exporters; providing information on business opportunities; assisting in the organization of business trips and study tours; and assisting in initiating first contacts between interested local importers, distributors or wholesalers and Polish manufacturers or service providers. PAIH has a number of investment/export-oriented government programs specially developed to promote Polish companies abroad such as Go China, Go Africa, and Go Arctic. Poland hopes to become a logistics hub for Chinese goods in Western Europe and actively supports the One Belt One Road initiative. Poland is a founding state member of the Asian Infrastructure Investment Bank (AIIB).Bank. Vietnam and Iran are also on the Polish government’s list of key investment and export destinations.

State-backed BGK (Bank Gospodarstwa Krajowego) offers support for goods with a Polish component and depending on the credit can be a minimum of 30-40% of net contract revenue. BGK offers a number of short-term credit instruments like documentary letters of credit for post-financing. BGK offers direct credit for importers to purchase investment goods and services. KUKE insures the BGK-issued credit, including for companies from countries with higher trade risk.

Poland has concluded bilateral investment agreements with the following countries: Albania (1993); Argentina (1992); Australia (1992); Austria (1989); Azerbaijan (1999); Bangladesh (1999); Belgium and Luxembourg (1991); Belarus (1993); Bulgaria (1995); Canada (1990); Chile (2000); China (1989); Croatia (1995); Cyprus (1993); the Czech Republic (1994); Denmark (1990); Egypt (1998); Estonia (1993); Finland (1998); France (1990); Germany (1990); Greece (1995); Hungary (1995); India (1997 – terminated its treaty w/Poland; a 15 year sunset clause applies); Indonesia (1993); Iran (2001; although Poland supports international sanctions regimes); Israel (1992); Jordan; Kazakhstan (1995); Kuwait (1993); Latvia (1993); Lithuania (1993); Macedonia (1997); Malaysia (1994); Moldova (1995); Mongolia (1996); Morocco (1995); the Netherlands (1994); Norway (1990); Portugal (1993); Romania (1995); Serbia and Montenegro (1997); Singapore (1993); Slovenia (2000); Slovakia (1996); South Korea (1990); Spain (1993); Sweden (1990); Switzerland (1990); Thailand (1993); Tunisia (1993); Turkey (1994); Ukraine (1993); United Arab Emirates (1994); the United Kingdom (1988); the United States (1994); Uruguay (1994); Uzbekistan (1995); Vietnam (1994).

For a full list of Polish treaties with investment provisions currently in force, see UNCTAD’s investment treaty navigator: http://investmentpolicyhub.unctad.org/IIA/CountryBits/168#iiaInnerMenu 

The United States and Poland signed a Treaty Concerning Business and Economic Relations in 1990; it entered into force in 1994 for ten years, then was amended and ratified in October 2004.

In February 2016, Poland’s State Treasury announced its intention to terminate intra-EU Bilateral Investment Treaties as requested by the European Commission; as of March 2017, Czech Rep, Denmark and Romania have sent their notifications.

Poland has signed (as of December 2016) Double Tax Treaties with:

Albania, Algeria (a), Armenia, Australia, Austria, Azerbaijan, Bangladesh, Belarus, Belgium, Bosnia and Herzegovina, Bulgaria, Canada, Chile, China, Croatia, Cyprus, Czech Rep., Denmark, Estonia, Egypt, Ethiopia, Finland, France, Georgia, Germany, Greece, Guernsey, Hungary, Iceland, India, Indonesia, Iran, Ireland, Israel, Italy, Japan, Jersey, Jordan, Kazakhstan, Korea, Kuwait, Kyrgyzstan, Latvia, Lebanon, Lithuania, Luxembourg, Macedonia, Malaysia, Malta, Isle of Man, Mexico, Moldova, Mongolia, Montenegro, Morocco, Netherlands, New Zealand, Nigeria (a), Norway, Pakistan, Philippines, Portugal, Qatar, Romania, Russia, Serbia, Singapore, Slovakia, Slovenia, Saudi Arabia, South Africa, Spain, Sri Lanka, Sweden, Switzerland, Syria, Tajikistan, Thailand, Tunisia, Turkey, Ukraine, UK , United Arab Emirates, Uruguay (a), United States, Uzbekistan, Vietnam, Zambia (a), Zimbabwe (Note: (a) Treaty signed, but not yet in force)

The United States has a double taxation treaty with Poland, and an updated bilateral tax treaty was signed in February 2013 and is awaiting U.S. ratification. A “totalization treaty” (The Agreement between the United States of America and the Republic of Poland on Social Security) prevents double taxation, enables resumption of payments to suspended beneficiaries, and allows transfer of benefit eligibility.

Recent amendments to Poland’s Corporate Income Tax act include substantial changes to taxpayer’s required transfer pricing documentation. The new rules effective January 1, 2017, reflect harmonization with EU directives. Country by country (CBC) reporting obligations started in 2016. The transfer pricing requirements will be determined based on the taxpayer’s business size. Additional changes to the tax code are as follows:

If in a preceding tax year the taxpayer’s total annual revenue did not exceed €2m there will be no obligation for transfer pricing documentation for transactions with related parties.

Taxpayers exceeding the €2m threshold will be obligated to prepare transfer pricing documentation and to submit a statement confirming the completeness of the documentation within the annual income tax return deadline.

Above a €10m threshold, a Polish comparable data analysis (benchmarking study) and reconciliation of the financial data with the approved financial statements will be required. Also, submission of an addendum to the annual income tax return (CIT-TP form), being a summary of data presented in the documentation will be required.

If a taxpayer exceeds the €20m threshold, a master file (transfer pricing documentation at the parent company level) will be required. The value threshold of transactions subject to reporting will also, on principle, depend on the taxpayer’s business size and will vary from €50,000 to €500,000.

Contacts in accounting firms note an increasing push to audit and collect taxes under existing laws. Since 2015, around 400 transfer pricing tax audits have been carried out resulting in hundreds of millions of USD in adjustments. The government will seek an ambitious 13.3 percent and 10 percent increase in VAT and excise tax collection respectively in 2017, mostly by improving collection.

Transparency of the Regulatory System

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 decision, 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 exists 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. 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 complain 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 substantially improved its regulatory policy system over the last years. The government introduced a central online system to provide access to the general public to regulatory impact assessment (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 time period allotted for them 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. For example, minimum periods for consultation with stakeholders are not always respected. 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, but considers steps taken to introduce ex post evaluation of regulations are encouraging.

Bills can be submitted to the parliament for debate as “citizen’s bills” if authors can collect 100,000 signatures. 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, the Office of the Ombudsman, special commissions (e.g., Supreme Audit Chamber – NIK), 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 budgets implementation and preparation of new budgets, citizens’ complaints, and reports from the external audit agency (NIK). reports. In addition, courts and prosecutors’ offices sometimes bring cases to parliament’s attention. The Ombudsman’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, http://legislacja.rcl.gov.pl/ . and Parliament’s webpage: http://www.sejm.gov.pl/Sejm8.nsf/proces.xsp 

International Regulatory Considerations

Since Poland’s EU accession (May 2004) Poland has been transposing European legislation and reforming its regulations in compliance with the EU regulatory 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 the European normalization the Polish Committee for Standardization (PKN) introduces norms identical with international norms i.e., PN-ISO i PN-IEC. PKN actively cooperates with international and European standards organizations and with standards bodies from other countries. PKN is a member-founder of International Organization for Standardization (ISO) and a member of International Electro-technical Commission (IEC) since 1923.

PKN also cooperates with ASTM International (American Society for Testing and Materials) (ASTM) International and the World Trade Organization’s WTO Agreement on Technical Barriers to Trade (WTO/TBT). Poland has been a member of WTO since 1 July 1, 1995 and was a member of GATT since 18 October 18, 1967. As of 1 May 1, 2004 it is a member state of the European Union . All EU member States are WTO members, as is the EU in its own right. While the member states coordinate their position in Brussels and Geneva, the European Commission alone speaks for the EU and its members at almost all WTO meetings and in almost all WTO affairs. PKN runs the WTO/TBT National Information Point in order to apply the provisions of the Agreement on Technical Barriers to Trade with respect to information exchange concerning national standardization.

Useful Links:

• http://ec.europa.eu/growth/single-market/european-standards/harmonised-standards/index_en.htm 
• http://eur-lex.europa.eu/oj/direct-access.html?locale=en ).

Legal System and Judicial Independence

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 International Court of Justice (ICJ), 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 in intellectual property right matters), 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 judiciary acts independently. 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. However, there are many foreign court judgments which Polish courts do not accept or accept partially. One of the reasons for delays in the recognition of judgments of foreign courts is 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.

Laws and Regulations on Foreign Direct Investment

Poland is a constitutional State and a member of the European Union. 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, professional partnerships). These corporate forms are available to foreign investors who come from an EU or European Free Trade Area (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 and 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, enable an investor to avoid future disputes. Civil Code is the law applicable to contracts. Post is not aware of executive or other interference in the court system that could affect foreign investors.

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

• http://www.paiz.gov.pl/en 
• Polish Financial Supervision Authority (KNF): https://www.knf.gov.pl/en/index.html 
• Office of Competition and Consumer Protection (UOKIK): https://uokik.gov.pl/legal_regulations.php 
• https://www.biznes.gov.pl/en/przedsiebiorcy/ 

Competition and Anti-Trust Laws

Poland’s anti-trust authority, the Office of Competition and Consumer Protection (UOKiK), reviews investment and merger transactions for competition-related concerns. Its mandate covers transactions of a magnitude which could influence the Polish market. The Act on Competition and Consumer Protection empowers UOKiK to block any merger that would capture of 40 percent or more of market share. It does not oppose vertical mergers that would not have monopolistic consequences. UOKiK also imposes reporting requirements for acquisitions of existing companies. Participants in planned transactions must obtain UOKiK’s advance clearance if their turnover in the year preceding the application exceeded either EUR 1 billion globally or EUR 50 million in Poland. The law provides for a waiver of obligation to notify UOKiK in certain situations, if the annual turnover in Poland of the target enterprise was less than EUR 10 million in the two previous years, or if parties to the merger already belong to the same capital group. No merger filing is required if the target company’s sales in Poland were less than EUR 10 million during the previous two years. All multinational companies must notify UOKiK of a proposed merger if any party to it has subsidiaries, distribution networks or permanent sales in Poland. UOKiK’s website: https://uokik.gov.pl/ .

Examples of competition cases can be found under this link:

• https://uokik.gov.pl/news.php?news_id=12477  (Nord Stream 2)
• https://uokik.gov.pl/news.php?news_id=13012  (various)

Expropriation and Compensation

Article 21 of the Polish Constitution states: “expropriation is admissible only for public purposes and upon equitable compensation.” The Law on Land Management and Expropriation of Real Estate provides 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 has been liberalized and simplified to accelerate property acquisition. Most acquisitions for road construction are resolved without problems. However, there have been a few cases in which inability to reach agreement on remuneration has resulted in expropriation and compensation protests/disputes. Post is not aware of expropriation actions against U.S. investors, companies, or representatives. New laws regulating wind farm construction caused sharp valuation drops in wind energy sector assets – more than half of which are owned by foreign investors—and curbed new investments in wind energy infrastructure.

Dispute Settlement

ICSID Convention and New York Convention

Poland is not a party to the International Convention on the Settlement of Investment Disputes between States and Nationals of Other States (Washington Convention). Poland is a party to the Convention on the Recognition and Enforcement of Foreign Arbitral Awards (1958 New York Convention).

Investor-State Dispute Settlement

Poland is party to the following international agreements on dispute resolution, with the Ministry of Finance acting as the government’s representative: the 1923 Geneva Protocol on Arbitration Clauses; the Convention on the Recognition and Enforcement of Foreign Arbitral Awards (1958 New York Convention); the 1961 Geneva European Convention on International Trade Arbitration; the 1972 Moscow Convention on Arbitration Resolution of Civil Law Disputes in Economic and Scientific Cooperation Claims under the U.S.-Poland Bilateral Investment Treaty (BIT) (with further amendments).

• Ryan & others v. Poland (2011); Decided in favor of State
• Minnotte v. Poland (2010) ; Decided in favor of State.
• Cargill v. Poland (2004) ; Decided in favor of investor.
• Ameritech v. Poland (1996) ; Data not available on decision rendered.
• Two cases in progress.

Post is aware of seven U.S. investment disputes (eight claimants) within the past 10 years. Some details of past disputes may be found on the UNCTAD database . The majority of Poland’s investment disputes are with other EU-member states. According to the UNCTAD database, over the last 10 years, there were 14 disputes with other than U.S. foreign investors.

International Commercial Arbitration and Foreign Courts

Poland does not have an arbitration law, but provisions in the Polish Code of Civil Procedures of 1964, as amended, which is based to a large extent on UNCITRAL Model Law. Under the Code of Civil Procedure, an arbitration agreement must be concluded in writing. Commercial contracts between Polish and foreign companies often contain an arbitration clause. Arbitration tribunals operate through the Polish Chamber of Commerce, and other sector-specific organizations. A permanent court of arbitration is also at the Confederation Lewiatan in Warsaw.

There is no distinction in law between domestic and international arbitration. The law only distinguishes between foreign and domestic arbitral awards for the purpose of their recognition and enforcement. The decisions of arbitration entities are not automatically enforceable in Poland, but must be confirmed and upheld in a Polish court. Under Polish Civil Code, local courts accept and enforce the judgments of foreign courts, however, in practice; the acceptance of foreign court decisions varies.

A Civil Procedures Code amendment in January 2016 implements internationally recognized arbitration standards, and creates an arbitration-friendly legal regime in Poland. The amendment applies to arbitral proceedings initiated on or after January 1, 2016, and introduces one-instance proceedings to repeal an arbitration award (instead of two-instance proceedings). This change encourages mediation and arbitration to solve business disputes and aims to strengthen expeditious proceedings. The Courts of Appeal (instead of District Courts) will handle complaints. In cases of foreign arbitral awards, the court of appeal will be the only instance. In certain cases it is possible to file a cassation (or extraordinary) appeal with the Supreme Court of the Republic of Poland. In the case of a domestic arbitral award, it will be possible to file an appeal to a different panel of the court of appeal.

Investors say the timely process of energy policy consolidation has made the legal, regulatory and investment environment for the energy sector uncertain in terms of how the Polish judicial system deals with questions and disputes around energy investments by foreign investors, and in foreign investor interactions with state owned or affiliated energy enterprises.

Bankruptcy Regulations

Poland’s bankruptcy law underwent significant change and modernization in recent years. There is now a bankruptcy law and a separate, distinct restructuring law. Poland ranks 27 for ease of resolving insolvency in the World Bank’s Doing Business report 2017. Bankruptcy in Poland is criminalized if a company’s management does not file a petition to declare bankruptcy when company becomes illiquid for an extended period of time, or if a company ceases to pay its liabilities.

The Bankruptcy Law entered into force January 1, 2016 and changed conditions for declaring bankruptcy, including statutory grounds for insolvency (i.e. financial liquidity and indebtedness). The law is more favorable to creditors in terms of asset determination, and introduces a new bankruptcy procedure known as “pre-packaged” liquidation dividing creditors into five classes in order of priority in satisfying their claims. If an amount to be distributed is not sufficient to fully satisfy all outstanding claims, claims falling under consecutive categories are satisfied after the full satisfaction of claims falling under the preceding category. If an estate is insufficient to fully satisfy all claims within the same category, claims are satisfied proportionally to the amount of respective claims in the category.

The Restructuring Law came into force as of January 1, 2016. The law promotes restructuring as a measure to prevent insolvency and reflects a policy of second chance, similar to United States’ Chapter 11 measures. The law allows earlier institution of court proceedings at a financially-distressed company to limit further indebtedness and prevent “harmful” disposal of assets by a debtor (e.g. to benefit one creditor at the expense of others).

Investment Incentives

Poland’s support for foreign investors is generally sectoral in focus; regional support is provided in the context of sectoral investments. Any company investing in Poland, either foreign or domestic, may apply for assistance from the Polish government. Foreign investors have the potential to access certain incentives such as: income tax and real estate tax exemptions in Special Economic Zones (SEZ); investment grants of up to 50 percent of investment costs (70 percent for small or medium-sized enterprises); grants for research and development; grants for other activities such as environmental protection, training, logistics, or use of renewable energy sources.

Regulations for special economic zones and public assistance to entrepreneurs provide the basis for exemptions from income tax or other incentives. Assistance (e.g., tax exemptions, grants) available for investments outside of SEZs vary with the development needs of each region. The government maintains a regional aid map which specifies an assistance ceiling for each region, expressed as a percentage of a project’s new investment or employment costs. Poland does not have restrictions on government financed or subsidized national research and development programs. U.S. firms can participate in these programs if their company is registered in Poland.

• More information on government grants: http://www.paiz.gov.pl/governmental_grants ;
• SEZs: http://www.paiz.gov.pl/investment_support/investment_incentives_in_SEZ ;
• SEZ Guide (Colliers 2016): http://www.colliers.com/en-pl/-/media/files/emea/poland/reports/2016/ Colliers_Report_Special_Economic_Zones_Poland_EN.pdf 

Poland’s Plan for Responsible Development identifies eight industries for development and incentives: aviation, defense, automotive parts manufacturing, ship building, information technology, chemical, furniture manufacturing and food processing. The full text of the plan can be found here . Poland encourages energy sector development through its energy policy. Supporting measures are explained in the document “Energy Policy of Poland until 2030” on page 23 : http://www.me.gov.pl/Energetyka/Polityka+energetyczna . The government will likely release a new energy policy in 2017.

Large priority sector investments may qualify for the “Program for Supporting Investment of Considerable Importance for the Polish Economy for 2011-2020” which provides grants to large investments that create jobs in sectors including automotive, electronics, aviation, biotechnology, R&D, agriculture and food processing, and services (finance, information and communication, professional business services). U.S. Companies may apply for European funds through a Polish subsidiary or partner. Companies can learn more at: http://www.paiz.gov.pl/governmental_grants# 

EU Funds support investment in: e-administration, e-economy (Digital Poland Operational Plan); R&D support (Smart Growth Operational Plan); transport infrastructure, water and waste management and renewable energy systems (Infrastructure & Environment Operational Plan); Eastern region development (Eastern Poland Operational Plan); and support for education and training (Knowledge, Education and Development Operational Plan) and 16 Regional Operational Programs (for each voivodship).

Research and Development

The Polish government is seeking to increase Poland’s economic competitiveness by transitioning to a more knowledge-based economy. The government would like public and private sector investment in research and development (R&D) to reach 2.0 percent of GDP by 2020. USD 88.85 billion in EU Structural and Cohesion funds have been dedicated to R&D in Poland for the period of 2014 – 2020. Polish government programs such as the Responsible Development Plan focus on promoting an innovation-friendly business environment and improving R&D support system financing with better financial instruments and tax incentives. Businesses may also take advantage of the European Union’s primary research funding program, Horizon 2020.

• More information: Ministry of Economic Development: https://www.mr.gov.pl/en/site/what-we-do/european-funds/ 

On November 4, 2016 the Parliament adopted a law amending the Law on Supporting Innovation. President Duda signed the so-called Small Law on Innovation on November 23, 2016; it entered into force on January 1, 2017. The law’s main objective is to encourage Polish entrepreneurs and researchers to undertake innovative activity through the introduction of tax relief for entrepreneurs who want to engage in scientific research. The new rules introduce the following:

• doubling of tax relief subject to annual increase depending on capacity of the state budget;
• the total abolition of income tax on intellectual property used by commercial companies;
• the possibility for small and medium-sized enterprises to deduct costs for obtaining a patent;
• the extension of the period in which it is possible to deduct the cost spent on R&D activities from three to six years; and
• A “super deduction” for costs of R&D as a percentage of salary costs for employees involved in R&D activities (the deduction ranges from 110 to 130 percent of salaries for 2016, with the percentage scheduled to increase for 2017)

The law also aims to streamline existing procedures related intellectual property from scientific research. Other regulations promote direct employment of researchers in business, subsidies for universities and research institutes to promote training of researchers in how to work with commercial sector, as well as obliging universities and research institutes to use 0.5 percent of received subsidies for commercialization of their research and maintaining research capacity.

The act abolishes the current five-year ceiling during which scientists can reap financial benefits from the commercialization of research. While positive, stakeholders say these reforms will have limited capacity to spur new investments in R&D and eagerly await incentives to boost innovation through the so-called Big Innovation Law. Some stakeholders additionally opine that draft investment incentives in healthcare would favor existing production and generics.

Foreign Trade Zones/Free Ports/Trade Facilitation

Foreign-owned firms have the same opportunities as Polish firms to benefit from foreign trade zones (FTZs), free ports, and special economic zones. The 2004 Customs Law regulates operation of FTZs in Poland. The Minister of Finance and the Minister of Economy, establish duty-free zones. The Ministers designate the zone’s managing authorities, usually provincial governors who issue operating permits to interested companies for a given zone.

Most activity in FTZs involves storage, packaging, and repackaging. As of January 2015, there were seven FTZs: Gliwice, near Poland’s southern border; Terespol, near Poland’s eastern border; Mszczonow, near Warsaw; Warsaw’s Frederic Chopin International Airport; Szczecin; Swinoujscie; and Gdansk. Duty-free shops are available only for travelers to non-EU countries.

There are fourteen bonded warehouses (airports unless specified): Bydgoszcz-Biale Blota; Krakow-Balice; Wroclaw-Strachowice; Katowice-Pyrzowice; Gdansk-Trojmiasto; Lodz; Braniewo; Poznan-Lawica; Rzeszow-Jasionka, Warszawa-Modlin, Lublin, Szczecin-Goleniow; Radom, Olsztyn-Mazury. Commercial companies can operate bonded warehouses. Customs and storage facilities must operate pursuant to custom authorities’ permission. Only persons established in the EU can receive authorization to operate a customs warehouse.

Performance and Data Localization Requirements

Post is not aware of excessively onerous visa, residence, work permit, or similar requirements inhibiting mobility of foreign investors and their employees. Generally Poland does not mandate the hiring of local employees, but there are a few regulations that place de facto restrictions e.g. a certain number of board members of insurance companies must speak Polish.

Polish law limits non-EU citizens to 49 percent ownership of a company’s capital shares in the air transport, radio and television broadcasting, sectors as well as airport and seaport operations. There are also legal limits on foreign ownership of farm and forest lands. Pursuant to the Broadcasting Law, a TV broadcasting company may only receive a license if the voting share of its foreign owners does not exceed 49 percent and if they hold permanent residence in Poland. In the insurance sector, at least two members of management boards, including the chair, must speak Polish.

Poland has no policy of “forced localization” designed to force foreign investors to use domestic content in goods or technology. Investment incentives apply equally to foreign and domestic firms. Over 40 percent of firms in Special Economic Zones are Polish.

There are very few data localization requirements in Poland and no requirements for foreign information technology (IT) providers to turn over source code and/or provide access to surveillance (backdoors into hardware and software or turn over keys for encryption). Exceptions exist in sectors where data are important for national security such as critical telecommunications infrastructure and in gambling. In Poland, the national law on data retention is still in force despite the ECJ ruling invalidating the Data Retention Directive. The data retention period is 24 months. Poland previously required e-commerce entities to store customer details in Poland. After intervention by the European Commission, Poland was forced to lift the requirement and it is now sufficient the servers are located in one of the EU countries.

In the telecommunication sector, the Office of Electronic Communication (UKE) ensures telecommunication operators fulfill their obligations. In radio and television, National Broadcasting Council (KRRiT) acts as the regulator. Polish regulations protect an individual’s personal data that is collected in Poland regardless of where the data is physically stored. The Bureau of the Inspector General for Personal Data Protection (GIODO) enforces personal data regulation. In mid-2016, the U.S. and EU launched a new Privacy Shield agreement, which allows companies to continue transferring EU consumer data to the United States. The scheme replaced the previous safe-harbor arrangement, which the ECJ ruled invalid in late 2015.

Real Property

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), whose function 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 upon 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. Many investors, foreign and domestic, complain the judicial system is slow in adjudicating property rights cases.

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 Beirut 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.

On February 22, 2017, the city of Warsaw published the names of 48 properties where a property restitution claim was made in the past, but no further action was taken to pursue the case. Under a law enacted in September 2016, any claims to these Warsaw properties will be extinguished if no one comes forward to pursue a restitution claim within six months after publication of the affected property, and any potential claimants will have an additional three months to establish their claim after the initial six-month period. The city’s website contains further information on these cases and the process to pursue a claim: http://bip.warszawa.pl/Menu_podmiotowe/biura_urzedu/SD/ogloszenia/default.htm?page=1 .

The city is expected to publish many similar property cases in 2017. It is sometimes difficult to establish clear title to properties. There are no comprehensive estimates of land without clear title in Poland.

Foreigners can (and do) lease agricultural land. Two new land use laws, in force as of April 30, 2016, restrict free purchase of land by Polish and foreign investors. The Agricultural Land Law bans sale of Agricultural Property Agency (APA) (state-owned) farmland for five years. The impact of this five-year ban is not generally deemed to be significant, as at present more than 90 percent of all agricultural land is already privately owned. The law imposes that state-owned farm land is now only available under long-term lease for farmers who want to enlarge their farms, to a maximum of 300 hectares (new and old land combined size). Agricultural firms currently on the Polish market, including U.S. firms, express concern the 300 hectares limitation gives large, established farms a competitive advantage over smaller farms that wish to expand. The Agricultural Land Law also imposes restrictions on sale of privately owned farm land, and gives the APA preemptive right to purchase in case of land sales by a private owner. These limitations effectively block access to land for investors and other industries; some large-scale farmers believe it restricts further expansion. The APA is obliged to offer market rate compensation under the law. Technology and industrial parks, business and logistic centers, transport objects, housing terrain, farmland in special economic zones, household gardens and plots up to two hectares are exempt from the ban. Official statistics on the impact of the new law on prices and turnover of land is not available.

The Law on Forest land similarly prevents Polish and foreign investors from purchasing privately-held forests and gives state-owned forestry agency Lasy Panstwowe preemptive right to buy privately-held forests.

Intellectual Property Rights

Polish intellectual property rights (IPR) law is stricter than European Commission directives require. Enforcement is good and improving across all IP types. Physical piracy (e.g., optical discs) is not a problem in Poland. However, online piracy continues to be widespread, despite progress in enforcement. Poland has four notorious online markets. Poland is not listed in USTR’s Special 301 report.

Polish law requires a rights holder to start the prosecution process. In Poland, authors’ and creators’ organizations and associations track violations and present motions to prosecutors. Rights holders express concern that penalties for digital IPR infringement are not high enough to deter violators. In an effort to address these concerns, the Polish government established a national IPR strategy for 2015-2017 to address penalties.

Changes in Poland’s trademark registration process entered into force on April 15, 2016. These changes clarify and make the registration process more transparent, and include obligations for the trademark office to notify the filer of similar trademarks and a three month opposition procedure after a trademark registration is published in the Patent Office Bulletin. The bill on Reuse of Public Information (which implements EU 2013/37/EU Directive) was approved by the Lower House of Parliament on January 30, 2016 and was signed by the President on March 12, 2016. The bill expands the use of public information by libraries, museums, and archives. All information gathered by those institutions, which are not protected by copyright law, (i.e., digitalized art work, archives materials reproductions or electronic publications) will be available for reuse.

EU Regulation No 2015/2424 amends EU trademark regulation and entered into force on March 23, 2016 and harmonizes EU members’ laws on trademarks. EU members including Poland have three years to implement the regulation and up to six years for annulment and termination of trademarks. See the European Union Investment Climate Statement for details. As of March 23, 2016 it is not possible to apply for the European Union Trademark EUTM through the Patent Office of the Republic of Poland. The certification marks will be introduced October 1 2017. A trade mark may be filed to EUIPO individually or by a representative using: https://euipo.europa.eu/ohimportal/pl/web/guest/apply-now . Polish customs tracks seizures of counterfeit goods, but failed to provide this information for the reporting period.

• General information on copyright in Poland: http://www.copyright.gov.pl/pages/main-page/copyright-in-poland/general-information.php 
• Polish Patent Office: http://www.uprp.pl/o-urzedzie/Lead03,14,56,1,index,pl,text/ 
• Ministry of Digitalization: https://mc.gov.pl/en/the-areas-of-our-activity 
• For additional information about treaty obligations and points of contact at local IP offices, please see WIPO’s country profiles at http://www.wipo.int/directory/en/ .

Capital Markets and Portfolio Investment

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 has healthy equity markets that facilitate the free flow of financial resources. Poland’s stock market is the largest and most developed in central Europe. Its capitalization amounts to a quarter of Poland’s GDP. The Warsaw Stock Exchange (WSE) is itself a publicly traded company with shares listed on its own exchange after its privatization in 2010. WSE has become a hub for foreign institutional investors targeting equity investments in the region. 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 PLN and some securities denominated in Euros are traded on the Treasury BondSpot market. Non-government bonds are traded on Catlyst, a WSE managed platform. The capital market is an important source of funding for Polish companies. 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. Liquidity remains tight on the exchange.

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. Inflation picked up in early 2017, but tightening monetary policy is not likely in 2017.

Money and Banking System

The banking sector is liquid, profitable and major banks are well capitalized. Profitability decreased in 2015 but stabilized thereafter and remains at a reasonable level (ROE at 7.7 percent in mid-2016). Profits are likely to be under pressure due to record low interest rates, measures to encourage conversion of Swiss Francs mortgage portfolios into PLN, and a possible revision to the tax on financial sector assets that entered into force in February 2016. The financial sector assets tax is a monthly 0.0366 percent tax on lenders’ assets.

The two largest banks are under state control, but the sector is predominantly privately owned. In general, supervision and risk management have contained excessive risk-taking. Poland’s Treasury ministry encouraged Poland’s state-owned institutions such as insurer PZU to buy more banks to increase domestic bank holdings. In 2015, PZU bought mid-tier lender Alior Bank, and Italian UniCredit’s shares in Pekao S.A. in 2016. With these acquisitions, the state share of direct and indirect controlled banks has reached 36 percent of the sector’s total assets. At the end of September 2016, total assets of the five biggest banks in Poland amounted to $ 197.9 billion, representing almost 50 percent of total assets of the sector.

The Polish National Bank (NBP) is Poland’s central bank. NBP’s recent stress tests and loss absorption capacity simulation indicate the banking sector’s resilience to shocks has weakened, mainly as a result of falling profitability and decreased ability to raise capital from earned profits, partly due to fiscal burdens imposed on banks. At the end of November 2016, most banks met regulatory capital adequacy ratios. Poland’s banking sector meets European Banking Authority regulatory requirements. The share of non-performing loans is close to the EU average and recently has been falling. Between January-June 2016 non-performing loans were five percent of portfolios. Bank credit plays a limited role in financing business investment in Poland.

Credit unions (SKOK) have faced difficulties in recent years. Authorities have intensified efforts to resolve the small but vulnerable credit union segment with a number of institutions developing rehabilitation plans and merger and takeovers occurring. The credit union segment accounts for less than 2 percent of the banking sector’s assets and does not pose a systemic risk.

Amendments to Poland’s covered bonds law entered into effect on January 1, 2016. The amendments improve liquidity of this instrument in Poland and reduce the asset-liability maturity mismatch, which results from banks’ reliance on customer deposits to support lending growth. The amendments also increase investor protection by limiting time subordination — i.e., certain tranches being paid ahead of others — and reduce refinancing risk. A draft bill on merging bank the Polish Financial Supervision Authority (KNF) with the National Bank (NBP) is awaiting approval.

Foreign Exchange and Remittances

Foreign Exchange

Poland is not part of the Eurozone. The Polish Zloty (PLN) is the official currency. Foreign exchange is available through commercial banks and exchange offices. Payments and remittances in convertible currency may be made and received through a bank authorized to engage in foreign exchange transactions, and most banks have authorization. Foreign investors have not complained of significant difficulties or delays in remitting investment returns such as dividends, return of capital, interest and principal on private foreign debt, lease payments, royalties, or management fees. Foreign currencies can freely be used for settling accounts.

Poland provides full IMF Article VIII convertibility for current transactions. Polish Foreign Exchange Law, as amended, fully conforms to OECD Codes of Liberalization of Capital Movements and Current Invisible Operations. In general, foreign exchange transactions with the EU, OECD, and European Economic Area (EEA) are accorded equal treatment and are not restricted.

Except in limited cases which require a permit, foreigners may convert or transfer currency to make payments abroad for goods or services and may transfer abroad their shares of after-tax profit from operations in Poland. Foreign investors may freely withdraw their capital from Poland. Full repatriation of profits and dividend payments is allowed without obtaining a permit. However, a Polish company (including a Polish subsidiary of a foreign company) must pay withholding taxes to Polish tax authorities on distributable dividends unless a double taxation treaty is in effect. A double taxation treaty is in place between Poland and the United States. The United States and Poland signed an updated bilateral tax treaty in February 2013, but the United States had not yet ratified it as of March 2017. As a rule, a company headquartered outside of Poland is subject to corporate income tax on income earned in Poland, under the same rules as Polish companies.

Foreign exchange regulations require those non-bank entities that deal in foreign exchange or act as a currency exchange bureau to submit reports electronically to the National Bank of Poland (NBP) at http://sprawozdawczosc.nbp.pl . An exporter may open foreign exchange accounts in the currency it chooses.

The Polish Zloty (PLN) is a floating currency. It has largely tracked the euro (EUR) at approximately PLN 4.2 to 1 EUR in recent years. The international uncertainty around the UK’s Brexit vote and domestic budget concerns led to a weakening in September 2016 to 4.3PLN to 1 EUR.

Remittance Policies

Poland does not prohibit remittance through legal parallel markets utilizing convertible negotiable instruments (such as dollar-denominated Polish bonds in lieu of immediate payment in dollars). As a practical matter, such payment methods are rarely, if ever, used.

Poland is not currently a Financial Action Task Force (FATF) member, but is seeking membership.

Sovereign Wealth Funds

The Polish government does not maintain a sovereign wealth fund, however, the Polish Development Fund (PFR), an umbrella organization pooling resources of several governmental agencies and departments, including EU funds. to implement programs enhancing long-term investment and support for entrepreneurs. The strategy for the Fund was adopted in September 2016; it was registered in February 2017, at which point the Ministry of Economic Development assumed supervision of the Fund. PFR will support the implementation of the ministry’s Responsible Development Plan. About a quarter of initiatives outlined as part of the Strategy are correlated with the objectives of the PFR.

The PFR will operate as a loose financial group of state-owned banks and insurers, investment bodies and promotion agencies. The budget of PFR group has reaches PLN 14bn, which managers hope will be sufficient to raise capital worth PLN 90-100bn. It is envisioned that various actors within the organization will invest through acquisition of shares, through direct financing, seed funding, and co-financing venture capital.

State owned enterprises (SOEs) still exist, mainly in the energy and financial sectors. Legislation abolishing the Ministry of Treasury (MOT) entered into force January 2017. SOEs previously under MOT supervision have been divided among other ministries according to relevant portfolio. The government intends to keep majority share ownership and/or state-control of strategically important firms. Companies classified as “strategically important” are under the supervision of the Council of Ministers (note: the list has not been finalized as of March 29, 2017).

• These links reflect the situation as of December 31, 2016: https://www.msp.gov.pl/pl/polityka-wlascicielska/podmioty-nadzorowane-pr-1/37,Podmioty-nadzorowane-przez-MSP-stan-na-31-grudnia-2016-r.html?szukaj=64240 ; and
• minority ownership of 346 companies (as of June 2015): https://www.msp.gov.pl/pl/polityka-wlascicielska/podmioty-nadzorowane-pr-1/37,Podmioty-nadzorowane-przez-MSP-stan-na-31-grudnia-2016-r.html?szukaj=963315790 .

As of December 31, 2016, the Minister of Treasury supervised around 400 entities including 230 active entities (conducting business operations). The remaining part represents companies under bankruptcy, in liquidation and companies where Treasury held employee shareholding. Information from early 2017 indicates some of the most important SOEs moved to other ministries as follows:

• Ministry of Energy: 42 firms including KGHM, Enea, Energa, Lotos, Orlen, Tauron, Huta Labedy, JSW, Kompania Weglowa, PGE, PGNiG, PAK, Siarkopol.
• Ministry of Maritime Economy: 11 firms including Dalmor, Polska Zegluga Baltycka, Stocznia Szczecinska Porta Holding, Stocznia Szczecinska Nowa, Stocznia Gdynia, Stocznia Gdanska.
• Ministry of Construction and Infrastructure: 47 firms including Polish Postal Service, Polish Real Estate Holding, national train operator PKP.
• Ministry of Culture: Polskie Radio, public television TVP, Polish Press Agency.
• Ministry of Defense: 20 firms including Mesko, PGZ Polskie Grupe Zbrojeniowa and Polski Holding Obronny.
• Ministry of Economic Development and Finance: 240+,+ firms, including PKO BP, PZU, PLL LOT, GPW, Totalizator Sportowy, Grupa Azoty, Agencja Rozwoju Przemyshu, and Polski Fundusz Rozwoju.

Polish SOEs have been valued at more than USD 60 billion and many are the biggest companies in their sectors. 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. SOEs are governed by boards of directors and most pay an annual dividend to the government. SOEs prepare and disclose annual reports. Since Poland’s EU accession, government activity favoring state-owned firms has received careful scrutiny from Brussels.

Poland as an EU member is a party to the Government Procurement Agreement (GPA) within the World Trade Organization. There is no consolidated government information on SOE budgets for research and development available to Post. The Polish government works to improve the efficiency of SOEs through enhancement of corporate governance standards.

OECD Guidelines on Corporate Governance of SOEs

In Poland, the same rules apply to SOEs and publicly listed companies unless statutes provide otherwise. In 2016, the newly formed Ministry of Energy started to supervise state-owned power utilities, oil and gas firms, as well as coal mining companies. 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 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.

In SOEs, employees may designate two fifths of the Supervisory Board’s composition. In addition, according to the privatization law, in wholly state-owned companies 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 are required to prepare detailed reports on management board activity, plus a report on previous financial year activity, and a report on the result of the examination of financial reports. State representatives to supervisory boards have to go through examinations to be able to apply for a board position. Many major SOEs are listed on the Warsaw Stock Exchange (WSE) 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 act creates mechanisms to protect against hostile takeovers of companies operating in strategic sectors (gas, power generation, chemical, petrochemical and defense sectors) of the Polish economy. 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 must notify the Treasury Minister and receive approval. The obligation to inform the Minister applies to transactions involving the acquisition of a “material stake” in companies doing business in strategic sectors. Furthermore, the Act gives the Minister the opportunity to create, by way of an ordinance, a list of entities subject to protection under the new regulation. The Act stipulates failure to notify carries a fine of up to PLN 100,000,000 (+/- USD 25,575,500) 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

Privatization Program

After 26 years of privatization, the Polish government has completed the privatization of most SOEs it deems are not of national strategic importance. There are nearly 50 SOEs classified as strategically important, most in the energy, mining, and financial sectors. The government intends to keep majority share ownership of these firms, or to sell tranches of shares such that it maintains state control. With few exceptions, the Polish government invited foreign investors to participate in major privatization projects. In general, privatization bidding criteria has been clear and the process transparent. The government is now focused on consolidating and improving the efficiency of the remaining state-controlled entities.

As a member of the Organization for Economic Cooperation and Development (OECD), Poland adheres to the OECD Guidelines for Multinational Enterprises, including a National Contact Point (NCP) who promotes the Guidelines to companies and provides good offices to facilitate the resolution of disputes arising in the context of the Guidelines: http://www.paiz.gov.pl/OECD_National_Contact_Point .

The NCP distributes the OECD Guidelines during seminars and workshops. Investors are informed about the Guidelines and their implementation through Regional Investor Assistance Centers. Specific instances of disputes handled by the NCP are listed here: http://www.paiz.gov.pl/OECD_National_Contact_Point/major_cases 

After October 2015 elections, a new advisory group responsible was established by the Ministry of Economic Development (MED) to advise the NCP. The group consists of representatives of federal and local governments, trade unions and employer organizations and representatives of social organizations and scientific institutions. In October 2016 the MED hosted an international conference on best practices in responsible business practices for Polish overseas business.

Poland’s MED promotes corporate social responsibility among companies and supports implementation of CSR programs, including through a draft Action Plan, intended as an eventual National Action Plan that is responsive to the UN Working Group on Business and Human Rights. The Ministry of Foreign Affairs is also involved in drafting Poland’s National Action Plan on Business and Human Rights.

Independent organizations including non-governmental organizations (NGOs), business and employee associations also promote CSR in Poland. The Responsible Business Forum (RBF), founded in 2000, is the oldest and largest NGO in Poland to focus on corporate social responsibility. RBF’s latest report is: “Vision of Sustainable Development of Polish Business 2050” a joint project with the former Ministry of Economy (now the MED) and Deloitte. In November 2015, CSR Watch Coalition Poland joined the OECD Watch international network. CSR Watch Coalition Poland aims to advance respect for human rights in the context of business activity in Poland in line with the spirit of the UN Guiding Principles on Business and Human Rights and the OECD Guidelines. See http://pihrb.org/koalicja/ 

Companies often compile CSR activity reports based on international reporting standards. Currently, there are many CSR standards e.g., GRI guidelines, ISO 26000. The MED supports Polish translation of social reporting standard GRI G4.

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, lignite and copper mining. Onshore, there is also hydrocarbon extraction, primarily conventional natural gas production, 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 GOP has two revenue streams from natural resources: 1) from concession licenses; and 2) from corporate taxes on the concession holders. License and tax revenues 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.

Concession maps are also available on the Polish Geological Institute website: http://geoportal.pgi.gov.pl/surowce/mapy_koncesyjne 

In 2016, the Transparency International (TI) index of perceived public corruption ranked Poland as the 29th least corrupt among 176 countries. Due to the downward trend of corruption in Poland, Transparency International closed its Polish chapter in 2011. Poland has laws, regulations, and penalties aimed at combating corruption of public officials and counteracting conflict 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 local NGOs, an increasing number of companies implement internal codes of ethics.

UN Anticorruption Convention, OECD Convention on Combatting Bribery

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.

Resources to Report Corruption

Centralne Biuro Antykorupcyjne (Central Anti-Corruption Bureau – CBA)
al. Ujazdowskie 9, 00-583 Warszawa
+48 800 808 808
kontakt@cba.gov.pl
www.cba.gov.pl ; link: Zglos Korupcje (report corruption)

The Batory Foundation, Public Integrity Program serves as a non-governmental watchdog organization. The foundation can be reached at +48 (22) 536 0257 or op@batory.org.pl.

Batory Foundation’s contact information is for whistleblowers only.

Poland is a politically stable country. Constitutional transfers of power are orderly. The last parliamentary elections took place in October 2015 and presidential elections took place in May 2015; observers considered both elections free and fair; the new government formed in November 2015. The next elections will be held in 2019 for the national parliament and in 2020 for the presidency.

There have been no confirmed incidents of politically motivated violence toward foreign investment projects in recent years. Poland has neither insurgent groups nor belligerent neighbors.

Poland has a well-educated, skilled labor force. Productivity remains below Western standards but is rising rapidly, and unit costs are competitive. In the last quarter of 2016, the average gross wage in Poland was PLN 4,219 (approximately USD 1200 per month), according to the Central Statistical Office (GUS). Poland’s economy employed roughly 16 million people in the third quarter of 2016. The EU measured total Polish unemployment at 5.5 percent, with youth unemployment at 15.1 percent in December 2016. GUS reports unemployment rates differently and tends to be higher than EU figures. Unemployment varies substantially between regions, the highest rate (13.7 percent) in north-eastern part of Poland (Warmia and Mazury), and the lowest at 5.1 percent in the western province of Wielkopolska, as of the end of September 2016. At the end of 2016, 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.

During the last two years there has been a considerable increase in the number of Ukrainian migrant workers. According to the recent National Bank of Poland’s report (published in December 2016), in 2015 almost 800,000 Ukrainians entered the Polish labor market. The Ministry of Family, Labor and Social Policy statistics show that in 2016, 1.3 million Ukrainians undertook employment in Poland.

Some Polish companies report a shortage of qualified workers. The most sought-after specialists are engineers, IT specialists, salespersons, project managers, and technical advisors. Manufacturing companies seek welders, bricklayers, and machinery operators. Employment has expanded in service industries such as information technology, manufacturing, 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.

On December 19, the President signed a law lowering the retirement age for men (from 67 to 65) and for women (from 67 to 60). The revised law will enter into force in October 2017. Labor laws differentiate between layoffs and firing. In the case of layoffs (when workers are dismissed for economic reasons in companies which hire more than twenty employees), employers are required to offer severance pay; in the case of firing, 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. Workers hired on civil contracts and the self-employed do not have the right to join a trade union. In June, 2015, the Constitutional Court ruled the limitation on establishing and joining a trade union is unconstitutional, and a revision to the law to this effect has been drafted. Trade union influence is declining, though unions remain powerful in coal-mining and shipyards.

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. The Polish government adheres to the ILO’s core conventions. Employers tend to use temporary and contract workers for jobs that are not temporary in nature. Employers use short-term contracts because they allow firing with two weeks’ notice and without consulting trade unions on the decision. 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 requirements of a regular labor contract. According to the National Labor Inspectorate (NLI,), in one-fifth of cases, employers tend to use civil contracts where regular labor contracts are required.

The 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, 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 his employees; the second stage is a mediation process, including an independent mediator. If an agreement is not reached through mediation, the next stage is formal arbitration, which takes place at the regional court. The final stage of conflict resolution is a strike.

The government generally complies with international labor standards; however there are several gaps in enforcing the law, 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. The law prohibits discrimination with respect to employment or occupation but discrimination in employment and occupation occurred. Authorities did not effectively enforce minimum wage, hours of work and occupational health and safety in the formal or informal sectors.

The 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 the trade 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 employers.

In February, 2016, the June 2015 labor law revision entered into force. The revised law affected more than two million employees hired on short-term labor contracts. Under the revised law, employees may be hired on short-term contracts for a maximum of 33 months, at which point contracts automatically change into unlimited labor contracts. On August 8, the president signed a law establishing PLN 12 ($3) as the minimum hourly wage to cover formal and informal work agreements. The law entered into force on January 1, 2017. This law affects persons hired on civil contracts.

The Overseas Private Investment Corporation (OPIC) provides political risk insurance for U.S. companies investing in Poland against political violence, expropriation, and inconvertibility of local currency. OPIC offers medium- and long-term financing in Poland through its direct loan and guarantee programs. Direct loans are reserved for U.S. businesses or cooperatives. Loan guarantees are issued to U.S. lending institutions.

* In Poland, the National Bank of Poland (NBP) collects data on FDI. Annual FDI report/data is published at the end of the following year. GDP data is published by the Central Statistical Office. Final annual data is available at the end of May or beginning of June of the following year.
Table 3: Sources and Destination of FDI

Results of table are consistent with the data of the National Bank of Poland (NBP). NBP publishes FDI data in October/November. A number of third-country investors register businesses in the Netherlands, Luxembourg and Cyprus hence results for these countries include investments from other countries/economies.
Table 4: Sources of Portfolio Investment IMF Data

Note: NBP publishes only total amounts of portfolio investment assets

Results of table are consistent with the data of the National Bank of Poland (NBP)

A number of foreign companies register businesses in the Netherlands, Luxembourg and Cyprus so results for these countries include investments from other countries/economies.

Trade and Investment Officer
Ul. Ujazdowskie 29/3100-540
Warsaw, Poland
+48 22 504 2000
ICSPoland@state.gov