POLAND Law and Practice Contributed by: Agnieszka Janicka and Krzysztof Hajdamowicz, Clifford Chance
1. Legal System 1.1 Legal System and Judicial Order Poland’s legal system is based on the civil law tradition. 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 legisla - tion, 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 Trad - ing in Poland of 2018 covers foreign 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 adminis - trative courts and the Supreme Administrative Court); and • military courts. The judicial order is based predominantly on the common courts. The role of the administra - tive courts is to control the activity of the public administration. Proceedings before a common court gener - ally consist of two stages (although extraordi - nary 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. 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 Europe - an 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 criteria – eg, obtain a residence permit in Poland. Otherwise (save for where international treaties provide differently), an investor may only participate in a limited liability company, joint stock company, limited partnership or partner - ship limited by shares. Moreover, there are limitations on foreign equity participation with regard to some sectors of the economy, such as aviation and radio and televi - sion broadcasting. Limitations Certain limitations apply regardless of the inves - tor’s origin, with regard to certain regulated activities where a concession, licence or regis - tration in the register of regulated activities may be required. If so, the relevant regulatory bodies
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