POLAND Law and Practice Contributed by: Agnieszka Janicka and Krzysztof Hajdamowicz, Clifford Chance
1. Legal System 1.1 Legal System and Judicial Order
2. Restrictions on Foreign Investments 2.1 Approval of Foreign Investments In general, foreign investment in Poland does not require special approval from the authorities. As a member state of the EU, Poland applies the principles of free movement of capital and non-discrimination. Therefore, investors from EU, European Economic Area (EEA) or European Free Trade Association (EFTA) member states may invest according to the same principles as Polish citizens, and are not treated as foreigners. However, in order to enjoy the same rights as Polish citizens, foreign investors need to meet certain crite - ria, such as obtaining a residence permit in Poland. Otherwise (save for where international treaties pro - vide differently), an investor may only participate in a limited liability company, joint stock company, limited partnership or partnership limited by shares. Moreover, there are limitations on foreign equity par - ticipation with regard to some sectors of the economy, such as aviation and radio and television broadcast - ing. Limitations Certain limitations apply regardless of the investor’s origin, with regard to certain regulated activities where a concession, licence or registration in the register of regulated activities may be required. If so, the rel - evant regulatory bodies may be authorised to revoke licences for state security interest reasons. In some sector regulations, the regulators have the express right to revoke a licence upon change of control. Consents Some consents may be required (eg, antitrust approval or consent of the Polish Financial Supervisory Author - ity to acquire certain stakes in a bank or certain other, regulated financial institutions), regardless of whether the investor is foreign or domestic. The government may also veto investment in specific strategic Polish companies in protected sectors (the regulation currently applies to 23 named companies but may change at the government’s discretion). The same restrictions apply to domestic investors invest -
Poland’s legal system is based on the civil law tradi - tion. The Polish legal system underwent substantial changes between 1989 and 2004, to accommodate the transition to a free-market economy and the implementation of EU legislation, and has continued to evolve. The basic legislative framework for business activities in Poland is currently provided by the Civil Code of 1964, the Commercial Companies Code of 2000 and the Act on Entrepreneurs of 2018. The Act on Rules of Foreign Entrepreneurs’ and Other Foreign Persons’ Involvement in Trading in Poland of 2018 covers for - eign investment. Courts The Polish Constitution of 2 April 1997 vests judicial powers in: • the Supreme Court; • the common courts (district, regional and appeal courts); • the administrative courts (provincial administrative courts and the Supreme Administrative Court); and • military courts. The judicial order is based predominantly on the com - mon courts. The role of the administrative courts is to control the activity of the public administration. Proceedings before a common court generally con - sist of two stages (although extraordinary cassation appeals to the Supreme Court are available in certain circumstances). The first stage of civil proceedings is conducted in a district court, whose rulings may be appealed before a regional court. However, where a case is heard by a regional court in the first instance, it is appealed before an appeal court. The Supreme Court’s role is to ensure uniformity and accuracy of interpretations of the law, and to issue opinions on statutes.
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