POLAND Law and Practice Contributed by: Marek Plota and Anna Klaja-Gogolewska, RM Legal
minors, depict minors or use their image in any con- text. Broadcast advertising is prohibited on radio and tele- vision between 6am and 10pm, and gambling-related advertisements are not permitted in schools, educa- tional institutions, public facilities or any other places where minors may be present. Advertising of licensed betting activities must remain factual and strictly informational, limited to identifying the operator and its licensed offer. Each advertisement must also include a mandatory warning concerning the risks of gambling addiction and the prohibition of participation by minors. 9.5 Sanctions/Penalties The Polish legal framework imposes a comprehensive and preventive advertising regime, combining strict statutory prohibitions with administrative and crimi- nal enforcement mechanisms to ensure that gambling remains a highly regulated and socially contained activity. Under Article 59 of the Gambling Act, licensed enti- ties that breach advertising prohibitions or conditions may face administrative sanctions, including the revo- cation or suspension of a licence or concession. In addition, criminal fiscal liability arises under the Fiscal Penal Code ( Kodeks Karny Skarbowy ), which provides that any person who, in breach of the Gambling Act, commissions, conducts or benefits from gambling advertising or promotion, or disseminates information about sponsorship by gambling entities, may be held criminally liable. 10. Acquisitions and Changes of Control 10.1 Disclosure Requirements Any change in the ownership structure of a licensed gambling company such as the acquisition of shares, alteration of the shareholding composition, or a trans- action resulting in a change of control must be report- ed to the competent licensing authority. This obliga- tion ensures that the authority can verify whether the new shareholders or controlling entities continue to
meet all statutory conditions required for holding a concession or licence, including those relating to the legality of capital origin and tax compliance. Failure to disclose such changes may result in administrative sanctions, including the revocation of the licence or concession, under the general enforcement provisions of the Gambling Act. 10.2 Change of Corporate Control Triggers Any change in a company’s share capital structure that causes a shareholder’s votes or equity to cross specified thresholds (10%, 20%, 30%, 40%, 50%, 75%, 90%) is a trigger. The company must notify the competent authority within seven days of the change’s registration in the National Court Register; the notice must identify the acquirer (company or individual) and be supported by specified documents (eg, corporate documents/clean-record confirmations and proof of lawful funds). If, as a result of such ownership chang- es, the beneficial owner ( beneficjent rzeczywisty ) of the licensed entity is altered, this information must also be disclosed and updated in accordance with the applicable registration and notification obligations. 10.3 Passive Investor Requirements Under the Polish Gambling Act, even passive inves- tors, those acquiring or holding shares in a licenced gambling company without exercising management or operational control, are subject to regulatory scru- tiny. All investors are assessed before a licence or concession is granted, to ensure that the ownership structure, the integrity of shareholders, and the source of investment funds meet statutory requirements. Subsequently, any acquisition or transfer of shares that results in a shareholder’s votes or equity crossing specified thresholds must be reported to the compe- tent authority. This obligation applies equally to pas- sive investors and active controlling shareholders. The purpose of the notification is to enable the authority to verify whether the new investor continues to satisfy all statutory requirements, including integrity, financial reliability and transparency of ownership.
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