POLAND Law and Practice Contributed by: Michał Wołoszański, Łukasz Kudela and Marta Solarska-Kaleńczuk, Wołoszański & Partners
AML/CFT, ICT, governance and prudential arrange- ments with KNF’s expectations. 3.3 Change of Control Change-of-Control Regime Under MiCA MiCA establishes a change-of-control regime for CASPs modelled on the equivalent regimes applicable to credit institutions, investment firms and electronic- money institutions under EU sectoral legislation. Any natural or legal person, or persons acting in concert, intending to directly or indirectly acquire a qualifying holding in a CASP, or to further increase such a hold- ing, must give prior notification to the home-state competent authority. Notification Thresholds and Assessment Criteria A qualifying holding is a direct or indirect holding rep- resenting 10% or more of the capital or voting rights, or any holding allowing significant influence over the management of the CASP. Notification is also required where an existing qualifying holding would reach or exceed 20%, 30% or 50%, or where the CASP would become a subsidiary of the proposed acquirer. The competent authority assesses the proposed acqui- sition against criteria including the reputation of the proposed acquirer, the reputation, knowledge, skills and experience of the persons who will direct the CASP’s business after the acquisition, the financial soundness of the proposed acquirer, the ability of the CASP to comply with MiCA on an ongoing basis and the absence of money-laundering or terrorism-financ- ing concerns. The standard assessment period is 60 working days from acknowledgement of receipt of the Under the Polish implementing bill as currently draft- ed, the change-of-control regime would be enforced by KNF, which may oppose the proposed acquisition where the statutory criteria are not met. Acquisitions completed without the required notification, or despite an opposition by KNF, may be subject to civil and administrative consequences, including restrictions or suspension of voting rights attached to the holding. The final scope of these enforcement powers remains subject to the outcome of the legislative process. Sec- toral change-of-control rules continue to apply where the CASP holds a parallel authorisation, for example complete notification. Polish Enforcement
as a credit institution, investment firm or electronic- money institution. 3.4 Passporting Single Passport for CASPs MiCA establishes a single-passport regime for CASPs authorised in their home member state. A Polish CASP wishing to provide services in another member state, whether through the free provision of services or through a branch, would submit a notification to KNF, which transmits it to the host-state competent authority. The CASP may commence services upon receipt of confirmation that the communication has been made to the host authority, or at the latest 15 calendar days after submitting the passport notifica- tion to the home-state authority. The passport covers only the crypto-asset services for which the CASP has been authorised in Poland and cannot be used to extend the scope of authorisation. Parallel passport- ing mechanisms apply to ARTs and EMTs. Polish Position The value of a Polish passport depends on Poland completing its implementing legislation: until KNF is formally designated as the competent authority, no Polish MiCA authorisation can be granted and the passporting mechanism cannot be invoked from Poland. Given the continuing legislative uncertainty, the date on which a Polish passport will become available remains unclear. Polish entities seeking to operate cross-border in the meantime have to con- sider authorisation in another EU jurisdiction. CASPs authorised elsewhere in the EU may passport into Poland by notifying their home-state competent authority, without prejudice to Polish rules of general application. Host-State Rules Host member state rules of general application – including consumer protection, advertising, tax, data protection and language requirements – continue to apply where relevant. AML/CFT obligations will pri- marily follow the applicable EU AML framework and the CASP’s home-state supervision, although Polish AML rules may be relevant where the CASP has a Polish establishment or otherwise falls within the ter - ritorial scope of the Polish AML Act.
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