POLAND


Poland Zbigniew Drzewiecki and Tomasz Ludwik Krawczyk, Drzewiecki Tomaszek & Partners


1 Overview of FDI in the jurisdiction


1.1 Which countries are the principal sources of FDI into your jurisdiction? Poland is one of the most attractive locations for foreign investment in Europe. Among the foreign enterprises that have invested in Poland, those from the EU have predominant position (87.1% of FDI stock for 2011), which includes investors from the Netherlands (15.1%), Germany (13.5%), France (12.5%) and Luxembourg (10.4%). The most significant investor from outside Europe is the US (4.9%). According to reports held by the National Bank of Poland, the FDI inflow in 2012 in Poland reached €4,716 million ($6,338). The majority of the inflow in 2012 came from Germany (€3,494 million) and France (€3,132 million). Moreover, the 2,318 corporations registered in Poland at the end of 2011 were controlled by foreign investors mainly from Germany (332), Netherlands (129) and the US (164).


1.2 What are the key sectors in your jurisdiction which attract, or the government is seeking to attract, FDI? In the document Programme for supporting investment of major importance to the Polish economy for the years 2011-2020, the Polish government introduced a strategy to attract foreign investment. The policy regarding FDI concentrates on achieving two specific objectives: to increase the share of innovative, high- tech investment; and to create highly productive jobs. Therefore, the government supports FDI in particular in the following priority sectors: automotive; electronics; aviation; biotechnology; modern services; and research and development.


1.3 Is the government generally supportive of FDI? Which government, and regional, bodies are responsible for driving FDI in your jurisdiction? As nearly 90% of the important investments in Poland are made by foreign entities, the government is strongly supportive of FDI. As mentioned above, the Polish government has implemented a long-term strategy which includes supporting business by financial grants and creating special economic areas (industrial and technology parks and special economic zones). To improve conditions for FDI in Poland, the government founded the Polish Information and Foreign Investment Agency (PAIiIZ). The government also evaluates the condition of FDI in Poland in order to meet entrepreneurs’ expectations. For example, in July 2013, as a response to business needs, the government extended the special economic zones’ existence from 2020 to 2026. Besides PAIiIZ, there are no separate bodies responsible for FDI in particular, however, key expertise for FDI is passed onto the state agencies operating as state controlled companies (such as the Industrial Development Agency).


2 Investment vehicle


2.1 What are the most common legal entities and (pass-through) vehicles used for FDI in your jurisdiction, and how long do they take to become operational? The most popular vehicle to operate business in Poland is the limited liability company (sp z oo), as it meets requirements for both small and large scale activities. According to the official statistics, limited liability companies made up approximately 83% of all the companies in Poland in June 2013.


Investors usually choose joint-stock companies to operate large undertakings. This form of activity is useful, as it enables investors to raise funds with the


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stock exchange, since only joint-stock companies may become a public company in the Polish jurisdiction. Moreover, some areas of business activity, such as banking or insurance, require a joint-stock company to run the business.


It should be noted that entities from countries outside the European Economic Area (EEA) may only conduct business activity in Poland through the following vehicles: limited partnerships; limited joint-stock partnerships; limited liability companies; or, joint-stock companies. Furthermore, in order to conduct business in Poland, foreign entrepreneurs may establish a branch office or (only for advertising and promoting purposes) a representative office.


2.2 What are the key requirements for establishment and operation of these vehicles which are relevant to FDI? Company formation is very similar for both limited liability companies and joint-stock companies. At first, shareholders sign the bylaws. The bylaws require notarial deed and they should indicate the company’s seat in Poland, and share capital and shares held by each shareholder. From the moment of signing the bylaws the company may operate as an entity known as a company in the process of formation. Subsequently, the company should be registered in the entrepreneurs register of the National Court Register. The registration process includes notification to the relevant tax and social insurance authorities.


A company is managed and represented by a board of directors. In a joint- stock company, it is also mandatory to appoint a supervisory board, while in a limited liability company this is optional. There are no restrictions regarding the members’ nationality or residence.


Directors must prepare annual reports to be submitted to the National Court Register once a year, and these must generally include a financial report and directors’ report.


3 Investment approval


3.1 For foreign investment approval (including national security review) explain: a) The regulator/s’ name, factors it must consider when making its decisions, and how much discretion it has; b) Any investment caps and other legislative restrictions; c) Which party must notify and when/if notification is mandatory or voluntary; d) What information must be included with notification and what is the review fee; e) How long does the review and approval process take, and are there any fast-track options; f) Is there the ability to consult on a named or unnamed basis; g) Does notification/review occur pre- or post-closing, and are there any pre- or post filing requirements unique to FDI; h) What is the position if no response is received on an application for approval and are there any rights of appeal from disapprovals?


Not applicable in Poland.


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