Transcript Bez tytułu slajdu

Budapest –
Hungary
March 26-27, 2010
UIA SEMINAR
FOREIGN DIRECT INVESTMENTS
Date of the session:
27 March 2010
„FDI REGULATIONS, RESTRICTIONS TO FDI
IN CERTAIN SECTORS AND PRIVATISATION THE POLISH EXPERIENCE”
Robert Malecki
Karniol Małecki & Partners Law Office,
Świętojerska, St. 5/7, 00-236 Warsaw
phone: +48 22 828 14 60, fax: +48 22 827 04 63
[email protected]
[email protected]
© UIA 2009
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BASIC INFORMATION ABOUT POLAND
Total Area of Poland
312 679 km2 – 9th place in Europe
Capital City
Warsaw
Population
38 130 302
Number of Students
1 927 200
GDP (PPP)
668 551 billion of USD – 21st place in The World Rank, 9th in Europe
GDP growth rate 2009
1,7%
Inflation Rate 2009
3,5%
Currency
Exchange Rate
Złoty (PLN, zł)
1EUR = 4,1PLN
1USD = 2,9PLN
Average Monthly Pay
903 EUR
Unemployment Rate
10,8%
The Most Recent Data
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Polish Membership in International Organisations
1945 - United Nations (UN)
1973 - Organisation for Security and Co-operation in Europe (OSCE)
1986 - The International Monetary Found (IMF)
1986 – (rejoined) The World Bank
1991 - Council of Europe
1995 - The World Trade Organisation (WTO)
1996 - The organisation for Economic Cooperation and Development (OECD)
1999 - The North Atlantic Treaty Organisation (NATO)
2004 - European Union (EU)
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Poland in European Union
Poland became a member of the European Union on 1 May 2004.
On 21 December 2007 Poland joined the Schengen Area.
The next stage of integration will be
joining the Monetary Union and the
adoption of the Euro as the official
currency of Poland.
≈2013
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Inflow of FDI to Poland 2000 – 2009 (BN EUR)
*Data from 2009 are approximate.
Source: PAIZ
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Project Trends Analysis
Average No of Projects: 268
Source: FDI Intelligence from Financial Times Ltd.
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The basic Acts regulating business activity in Poland

Constitution of The Republic of Poland of 2nd April 1997
art. 20. A social market economy, based on the freedom of economic activity, private
ownership, and solidarity, dialogue and cooperation between social partners, shall be the basis
of the economic system of the Republic of Poland.

The Act on Freedom of Business Activity of 2nd July 2004
art. 6.1. The assumption, conduct and termination of economic activity shall be free to all on
an equal-rights basis, subject to conditions determined in provisions of law.

The Commercial Companies Code of 15th September 2000

The Act on the National Court Register of 20th August 1997

The Act on Commercialisation and Privatisation of 30th August 1996
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Business Entities in Poland
B.E.
ORGANISATIONAL
UNITS
BUSINESS
ENTITIES
IN POLAND
SOLE
TRADER
GENERAL
PARTNERSHIPS
PROFESSIONAL
COOPERATIVES
FOUNDATIONS
OTHERS
LIMITED
PARTNERSHIP
STATE-OWNED
ENTERPRISE
LIMITED
JOINT-STOCK
PARTNERSHIP
COMPANIES
LIMITED
LIABILITY
COMPANY
BRANCH
OFFICE
JOINT -STOCK
COMPANY
REPRESENTATIVE
OFFICE
EUROPEAN
COMPANY
(SE)
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Conduct of Business Activity in Poland by Foreign Business Entities
Foreign entities which may start up and carry on their business activities in Poland under
the same rules and conditions as for Polish individuals or companies:

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Citizens of the member states of EU and EFTA
Legal persons having their registered offices in EU or EFTA
Organizational units without legal personality but having legal capacity of EU or EFTA
Citizens of other countries than described above who meet certain requirements defined in Act
on Freedom of Business Activity (e.g. permission for settlement, refugee status, etc.)
Other foreign entities may start up or carry on their business activities in Poland in form of:

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Limited Partnership
Limited Joint-Stock Partnership
Limited Liability Company
Joint-Stock Company
Also they may join said partnerships or companies and take up or acquire shares in them.
unless any international agreement provides otherwise
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Limitations on The Freedom of Business Activity: Concessions
Concession:
 an individual administrative act under which a competent body (usually a minister) permits the commencement
and performance of a business activity in a particular field.
 it is granted for a period of time between 5 and 50 years.
Business activities which require concessions (seven activities):
 The exploration for and identification of mineral resources, their extraction, the container-free storage of
substances and the storing of mining production waste, including in underground mines;
 The production, transformation, storage, transmission, distribution and marketing of fuels and energy;
 The broadcasting of radio and television programmes;
 Air transport;
 The provisions of protection and security services for individuals and property;
 The production and marketing of explosives, weapons and ammunition as well as products and technologies
meant for the army and/or the police;
 Carrying casinos;
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Limitations on The Freedom of Business Activity: Licenses & Permits
Permits and Licenses:
 An administrative decisions which shall be issued if an applicant fulfils all requirements provided by law.
 They are required for more then 29 areas of business activity.
The most important business activities which require such Licenses or Permits:

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The operation of banks, insurance companies, brokerage agencies, investment funds or pension funds.
Railways stations
National and international road transport (including goods and passengers)
Conduction of business in special economic zones
Forwarding agency
Wholesale trade and manufacturing of alcoholic beverages
Tourism agencies
Lotteries and gambling
Private investigation and detective services
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Limitations on The Freedom of Business Activity: Regulated Activities
Polish law provides 29 types of regulated business activities.
Regulated activity – an economic activity the pursuit of which requires the satisfaction of special conditions laid
down in provisions of law and entry into the register of regulated activities.
Some of the business activities which require entry into the register of regulated activities:

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Production or spillage of spirits
Manufacturing of tobacco products
Organizing horse races
Currency exchange involving the buying and selling foreign exchange and intermediation in this area
Storage of personal and payroll records of employers
Driver training center
Conducting psychological laboratory
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Acquisition of Real Estate by Foreigners
The Act of 24th March 1920 on Purchase of Real Estate by Foreigners
As a general rule acquisition of real estate or shares in the company owning real estate in Poland
requires obtaining a permit of Minister of Internal Affairs and is subject to the Minister of
National Defence having no objections thereto.
Such authorization applies to:
(1) natural persons not having Polish nationality
(2) legal persons not having their registered offices in Poland
(3) partnerships of persons indicated in point (1) and (2) having their registered offices outside
Poland and established under the laws of a foreign country
 legal persons and commercial partnerships with their registered offices in Poland, controlled
directly or indirectly by foreigners described in points (1), (2) and (3)
However foreigners being citizens or business entities of the European Economic Area member
countries or Swiss Confederation do not need an authorization for acquiring real estate in Poland
except agricultural land dedicated for agricultural use during transitory term.
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About Privatisation
The public sector in Poland represents more than 20% of the economy.
There are important sectors in which the State Treasure still dominates, such as:
power (85%)
transport (65%)
mining (52%)
chemicals (30%)
In April 2008 the Government adopted „Privatisation Plan for the Years 2008-2011” which provides
privatisation of over 800 state-owned business units.
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Privatisation
Definition of privatisation:
Direct privatisation:
 taking up shares in increased initial capital of sole shareholder companies of the State Treasury,
established as a result of commercialisation, by subjects other than the State Treasury or other
state legal persons (...);
 transferring shares held by the State of Treasury in companies;
Indirect privatisation:
A disposal of all tangible and intangible assets of a State enterprise or a company established as a
result of commercialisation in the form of:
 a sale of enterprise;
 contributing an enterprise to the company;
 giving an enterprise to be used for consideration.
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Privatisation procedures
* Privatisation procedures are provided by the Commercialisation and Privatisation Act of 30 August 1996
(Journal of Laws of 2002, No. 171, item 1397, as amended, hereinafter referred to as the “Act”). Particular
procedures are selected by the Minister of Treasury, taking into consideration the degree of complexity of the
envisaged transaction, as well as the size and financial standing of the entity.
The shares owned by the State Treasury may be transferred in the following manner:
1. PUBLICLY ANNOUNCED OFFER
2. PUBLIC TENDER
3. NEGOTIATIONS ON THE BASIS OF PUBLIC INVITATION
4. ACCEPTANCE OF AN OFFER IN RESPONSE TO A CALL
5. PUBLICLY ANNOUNCED AUCTION
6. SALE OF SHARES ON THE REGULATED MARKET
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Poland is an Attractive Place to Invest
Freedom of business activity
Strong economy
Constant econokmic growth
Highly-qualified workers and welleducated specialists.
Convenient location
In the EU 2007-2013 financial framework
Poland may benefit from a substantial
financial support.
A 38 million consumer market.
In 2012 Poland and Ukraine are organising The
European Football Championships.
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Thank You for your attention
Robert Małecki
Karniol Małecki & Partners Law Office