Investment regulation - Poland
Holding restrictions
Foreign investment regulation
Foreign investors can freely invest in securities admitted to public trading except in some cases related to investors domiciled in so-called “third-world countries”.
Equity instruments issued by real-estate, airport and seaport companies are not publicly traded and are not available to non-residents unless a special permit has been obtained from the Ministry of Finance or Ministry of Internal Affairs for real-estate instruments.
Any person intending to take up or acquire shares in a brokerage company, directly or indirectly, shall be required, in each case, to notify the SEC where these shares would give that person a holding of or in excess of 10%, 20%, 33% or 50% of votes at a shareholders' general meeting or of share capital.
Notes
Shares held by a directly or indirectly controlled entity are treated as if they were held by the controlling entity.
The existence of written or oral agreements between shareholders aiming at joint policy toward a particular company; the parking of shares; or informal trusts may result in summarising votes held by such shareholders for establishing substantial shareholding levels.
An investment fund manager is required to report for managed fund shareholdings.
Legal owners are required to report for beneficial owner shareholdings.
Asset managers authorised to exercise votes at general meetings out of managed shares are required to report for their clients.
The execution of voting rights vested in the shares acquired with violation of the duties specified in the Securities Law shall be null and void.
In accordance with the Law on the control of specific investments, investors intending to pass either directly or indirectly, upon agreement or in cooperation with other entities, the threshold of: twenty, twenty five, thirty three or fifty per cent of votes at the general meeting of shareholders or in share capital, will be required to submit a specified motion to the Minster of State Treasury to pre-approve such a transaction. The list of impacted companies is determined via an ordinance issued by the Council of Ministers on 21 June 2016, and is subject to change. Investors are invited to consult the list and to act accordingly. It is the investor's responsibility to comply with investment restrictions and to seek approval of the Minister of State Treasury should this be required.
Anti-Money Laundering Act (AMLA)
The AMLA regulates the principles and procedures for the prevention of the use of material assets from illegal or undisclosed sources in financial dealings and outlines the duties of entities involved in financial dealings with regard to gathering and disclosing information. The AMLA imposes certain obligations on financial institutions such as banks, brokers, the NDS (the CSD), insurance companies, investment and pension funds and others.
Along with other institutions, the local custodians and brokers are also required to monitor, register and report all capital and money market transactions defined in the AMLA.
Disclosure requirements
For details of the local domestic disclosure requirements, please refer to the Disclosure Requirements.