POLAND Law and Practice Contributed by: Rafał Celej, Arkadiusz Klejnowski and Karolina Piotrowska-Andryszczyk, Kondracki Celej
Commercial Companies Code ( Kodeks spółek handlowych ) and, where relevant, the Act on Public Offering ( Ustawa o ofercie publicznej ). Most venture financings are structured as pri - vate placements and are therefore not subject to prospectus or registration requirements, provid - ed that the offering does not qualify as a public offering under local law. Instruments issued to employees or key person - nel, particularly in joint-stock structures, may include subscription warrants, provided they are authorised by the company’s governing bodies and registered accordingly. These instruments are typically used in the context of incentive schemes. Please see 5.2 Securities for further details regarding the use of such instruments in employee incentive plans. Convertible bonds and other hybrid instruments are generally not used in Polish financing prac - tice. 7.2 Restrictions Certain sectors defined as strategic – such as defence, energy, telecommunications and critical infrastructure – are covered by specific
legal frameworks, including the Act on Control of Certain Investments ( Ustawa o kontroli niek- tórych inwestycji ). This legislation provides for screening mechanisms intended to prevent the acquisition of controlling stakes in companies of systemic importance by non-EEA or non-OECD investors. However, these provisions are not typically applicable to VC investments, as they relate to large-scale infrastructure and utility pro - jects rather than early-stage companies. Additionally, Poland has implemented sanctions in line with EU regulations, restricting invest - ments from entities associated with certain countries, including Belarus and Russia. These measures aim to safeguard national security and public order. From a compliance perspective, foreign inves - tors must adhere to anti-money laundering and know-your-customer requirements. This includes registration in the Central Register of Beneficial Owners ( Centralny Rejestr Beneficjentów Rzec - zywistych ) and, for joint-stock companies and simple joint-stock companies, maintaining a shareholder register, which may be managed by a notary or a brokerage house.
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