Document #1075289

USDOS – US Department of State (Author)

Investment Climate Statements for 2016 - Poland

Executive Summary

In the twenty-six years since Poland discarded communism and the twelve years since it joined the European Union (EU), Poland's investment climate has improved steadily and is highly conducive to U.S. investment. Since 2007, Poland's economy has grown over 32 percent compared with the EU’s average growth of 4.1 percent. In 2015, Poland was one of the EU leaders in consumption and investment growth. Poland’s strong prospects for future growth, driven by domestic demand, will likely continue to attract new investors seeking access to its dynamic market of over 38 million people, and to the broader EU market of nearly 500 million.

Foreign investors also cite Poland’s well-educated and relatively low-cost work force as a major reason to invest, as well as its proximity to major markets. The volume of U.S. investment in Poland amounts to around USD 30 billion, taking into account the amounts routed through U.S. subsidiaries in other countries. That makes U.S. firms one of the largest groups of foreign investors in Poland. Poland has worked to establish a solid legal foundation and tax regime conducive to investment. The government continues to focus on streamlining regulation and bureaucratic processes to make doing business easier.

The government seeks to expand the economy by supporting productivity and foreign trade, encouraging and supporting entrepreneurship, scientific research, technological development, and innovation through the use of domestic and EU funding. For instance, there are plans to increase tax breaks for entrepreneurs, and decrease the corporate income tax rate on small and medium enterprises.

There are opportunities for foreign direct investment (FDI) in a number of Polish sectors. Business process outsourcing of accounting, legal, and information technology services, as well as research and development, are Poland's fastest-growing sectors, and will continue to attract FDI. Defense is another promising sector, as Poland will spend between USD 35-45 billion through 2022 on military modernization. The government seeks to promote domestic production and technology transfer opportunities in awarding military tenders. There are also investment opportunities in the energy sector (nuclear, renewables and natural gas) as Poland seeks to diversify its energy mix. Information technology and infrastructure is another promising area, as Poland implements its plan to connect all Polish households to the internet by 2020. Moreover, the new government plans to revitalize the shipbuilding sector.

While the overall economic outlook is positive, policy decisions enacted and proposed after the October 2015 general election may affect business confidence in the future. Legal, regulatory, and environmental uncertainty, particularly in the energy, retail and banking sectors are areas of concern for investors. Rating agencies have lowered their ratings or outlooks due to increased government spending and the possibility of eclipsing the EU’s budget deficit limits in 2017 or beyond. Laws to restrict farm land and forest purchases came into force April 30, 2016, significantly restricting direct and indirect trade in agricultural properties. It is too early to predict how strictly the government will enforce and interpret these laws and their impact on foreign investors. Foreign investors are increasingly skeptical of interactions with state owned or affiliated energy and financial sector enterprises, due to proposed changes in state-owned governance structures, authorizing policies and legislation.

Table 1

Measure

Year

Index or Rank

Website Address

TI Corruption Perceptions index

2015

30 of 167

transparency.org/cpi2015/results

World Bank’s Doing Business Report “Ease of Doing Business”

2015

25 of 189

doingbusiness.org/rankings

Global Innovation Index

2015

46 of 141

globalinnovationindex.org/content/page/data-analysis

U.S. FDI in partner country (USDM USD, stock positions)

2014

11.5

BEA/Host government

World Bank GNI per capita

2014

13,690

data.worldbank.org/indicator/NY.GNP.PCAP.CD

1. Openness To, and Restrictions Upon, Foreign Investment

Attitude toward Foreign Direct Investment

Poland welcomes foreign investment as a source of capital, growth, and jobs, and as a vehicle for technology transfer, research and development (R&D), and integration into global supply chains. By the end of 2014, according to IMF and National Bank of Poland data, Poland attracted an estimated USD 210 billion (cumulative) in foreign direct investment (FDI), principally from Western Europe and the United States. Foreign companies generally enjoy unrestricted access to the Polish market. However, Polish law limits foreign ownership of companies in selected strategic sectors, and limits foreign acquisition of real estate, especially agricultural and forest land.

The Polish government has continued to implement reforms aimed at improving the investment climate. Poland introduced changes to the real estate register administration, public procurement law and contract enforcement in 2016. New bankruptcy and restructuring frameworks entered into force which provides debtors more ways to restructure a company and limits their obligations towards creditors, making a firm’s exit from the market easier.

In 2015, Poland adopted another tranche of deregulation reforms. The reforms covered almost 250 professions and removed or partially abolished more than 70 barriers to business and professional operation. Poland also cut the average number of hours companies must spend to file valued added (VAT) and transport taxes.

Changes to the Civil Procedures Code in 2016 modernized the definition of what constitutes a document and liberalized requirements for concluding and terminating contracts. Poland introduced one-instance proceedings to repeal an arbitration award (instead of two-instance proceedings). Ongoing reform efforts should eliminate widespread inconsistencies in local tax rulings and address long standing complaints from foreign investors. Despite these reforms and others, many foreign investors complain of over-regulation, over-burdened courts and prosecutors, and burdensome bureaucratic processes.

Other Investment Policy Reviews

N/A

Laws/Regulations on Foreign Direct Investment

Poland is a constitutional State and a member of the European Union. Foreign nationals can expect to obtain impartial proceedings in legal matters. Polish is the official language and must be used in all legal proceedings. It is possible to obtain an interpreter. The basic legal framework for establishing and operating companies in Poland, including companies with foreign investors, is found in the Commercial Companies Code. The code provides for establishment of joint-stock companies, limited liability companies, or partnerships (e.g., limited joint-stock partnerships, professional partnerships). These corporate forms are available to foreign investors who come from an EU or European Free Trade Area (EFTA) member state or from a country that offers reciprocity to Polish enterprises, including the United States.

With few exceptions, foreign investors are guaranteed national treatment. Companies that establish an EU subsidiary after May 1, 2004, and conduct, or plan to commence business operations in Poland must observe all EU regulations and may not be able to benefit from all privileges afforded to EU companies. Foreign investors without permanent residence and the right to work in Poland may be restricted from participating in day-to-day operations of a company. Parties can freely determine the content of contracts within the limits of European contract law. All parties must agree on essential terms, including the price and the subject matter of the contract. Written agreements, although not always mandatory, enable an investor to avoid future disputes. Civil Code is the law applicable to contracts. Post is not aware of executive or other interference in the court system that could affect foreign investors.

Recent and significant laws/regulations, and judicial decisions affecting incoming foreign investment through acquisitions, mergers, takeovers, purchases of securities (including debt, equity, hybrid and derivative securities) and other financial contracts, and Greenfield (start-up) investments are below:

Capital market laws:

  • Act of July 21, 2006 on Financial Market Supervision
  • Act on Capital Market Supervision, July 29, 2005
  • Act on Trading in Financial Instruments, July 29, 2005
  • Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Public Companies, July 29, 2005
  • Act on Investment Funds, May 27, 2004
  • Act on Bonds, January 15, 2015
  • Act on Commodity Exchanges, October 26, 2000
  • Act on Control of Certain Investments, September 30, 2015

Useful websites (in English) to help navigate laws, rules, procedures and reporting requirements for foreign investors:

Business Registration

In Poland, business activity may be conducted in forms of a sole proprietor, civil law partnership, as well as commercial partnerships and companies regulated in provisions of the Commercial Partnerships and Companies Code.

Sole proprietor and civil law partnerships are registered in the Central Registration and Information on Business (CEIDG), which is housed by the Ministry of Economic Development: https://prod.ceidg.gov.pl/CEIDG.CMS.ENGINE/?D;f124ce8a-3e72-4588-8380-63e8ad33621f

Commercial companies are classified as partnerships (registered partnership, professional partnership, limited partnership, and limited joint-stock partnership) and companies (limited liability company and joint-stock company). A partnership or company is registered in the National Court Register (KRS) and kept by the competent district court for the registered office of the established partnership or company.

Forms and Agencies a business will need to file with in order to register in the KRS:

  1. Central Statistical Office
    http://bip.stat.gov.pl/en/regon/subjects-and-data-included-in-the-register/
  1. ZUS - Social Insurance Agency
    http://www.zus.pl/files/46_13%20PUE%20-%20wer%20ang.pdf
  1. Ministry of Finance
    http://www.mf.gov.pl/web/bip/wyniki-wyszukiwania/?q=business%20registration

Both registers are available in English and foreign companies may use them.

Poland’s Single Point of Contact site for business registration and information is: http://www.businessinpoland.gov.pl and an online guide to choose a type of business registration is: https://www.biznes.gov.pl/poradnik/-/scenariusz/REJESTRACJA_DZIALALNOSCI_GOSPODARCZEJ

Local corporate lawyers say starting a business remains costly in terms of time and money, though registration in the National Court Register averages less than two weeks according to the Ministry of Justice and four weeks according to the World Bank’s 2016 Doing Business Report.

There are a variety of Polish agencies involved in investment promotion:

The Polish Information and Foreign Investment Agency (PAIiIZ) is the main institution responsible for investment promotion and facilitation of foreign investment. This Agency will become part of the Polish Development Fund (Polski Fundusz Rozwoju) to be established in 2016. PAIiIZ services are available to all investors. http://www.paiz.gov.pl/en

The Economic Development Ministry has two departments separate from PaIiIZ involved in investment promotion and facilitation: the Large Investment Support Department and the International Relations Departments https://www.mr.gov.pl/en/

The Foreign Affairs Ministry (MFA) promotes Poland’s foreign relations including economic relations http://www.msz.gov.pl/en/ministry_of_foreign_affairs, and along with the Polish Chamber of Commerce (KIG), organizes missions of Polish firms abroad and hosts foreign trade missions to Poland http://en.kig.pl/.

Small and medium-sized enterprises (SMEs) are defined by EU recommendation 2003/361. Factors determining if an enterprise is a SME are: staff headcount and either turnover or balance sheet total. These ceilings apply to figures for individual firms only. A firm that is part of a larger group may need to include the larger group’s staff headcount/turnover/balance sheet data as well.

Company category

Staff headcount

Turnover

or

Balance sheet total

Medium-sized

< 250

≤ € 50 m

≤ € 43 m

Small

< 50

≤ € 10 m

≤ € 10 m

Micro

< 10

≤ € 2 m

≤ € 2 m


Industrial Promotion

Poland’s Plan for Responsible Development identifies eight industries for development and incentives: aviation, defense, automotive parts manufacturing, ship building, information technology, chemical, furniture manufacturing and food processing. The Ministry of Economic Development expects to release program details in late 2016. Poland encourages energy sector development through the Energy Policy of Poland until 2050. Large priority sector investments may qualify for the “Program for Supporting Investment of Considerable Importance for the Polish Economy for 2011-2020” which provides grants to large investments that create jobs in sectors including automotive, electronics, aviation, biotechnology, R&D, agriculture and food processing, and services (finance, information and communication, professional business services). Companies can learn more at: http://www.paiz.gov.pl/governmental_grants#

U.S. Companies may apply for European funds through a Polish subsidiary or partner. EU Funds support investment in: e-administration, e-economy (Digital Poland Operational Plan); R&D support (Smart Growth Operational Plan); transport infrastructure, water and waste management and renewable energy systems (Infrastructure & Environment Operational Plan); Eastern region development (Eastern Poland Operational Plan); and support for education and training (Knowledge, Education and Development Operational Plan) and 16 Regional Operational Programs (for each voivodship).

Limits on Foreign Control and Right to Private Ownership and Establishment

Foreign and domestic entities can establish and own business enterprises and engage in most forms of remunerative activity per the Law on Freedom of Economic Activity. Forms of business activity are described in the Commercial Companies Code.

Poland places limits on foreign ownership and foreign equity for a limited number of sectors. Polish law limits non-EU citizens to 49 percent ownership of a company’s capital shares in the air transport, radio and television broadcasting, and airport and seaport operations sectors.

Licenses and concessions for defense production and management of seaports are granted on the basis of national treatment for investors from OECD countries. Pursuant to the Broadcasting Law, a TV broadcasting company may only receive a license if the voting share of foreign owners does not exceed 49 percent and if the majority of the members of the management and supervisory boards are Polish citizens and hold permanent residence in Poland. In the insurance sector, at least two management board members, including the chair, must speak Polish.

The Law on Freedom of Economic Activity (LFEA) requires companies to obtain government concessions, licenses, or permits to conduct business in certain sectors, such as broadcasting, aviation, energy, weapons/military equipment, mining, and private security services. The LFEA also requires a permit from the Treasury Ministry for certain major capital transactions (i.e., to establish a company when a wholly or partially Polish-owned enterprise is contributed in-kind to a company with foreign ownership). A detailed description of business activities that require concessions and licenses can be found here: http://www.paiz.gov.pl/prawo/formy_prowadzenia_dzialalnosci_gospodarczej#

Polish law restricts foreign investment in land and real estate. Since Poland's EU accession in 2004, foreign citizens from EU member states, Iceland, Liechtenstein, Norway, and Switzerland do not need permission to purchase non-agricultural real estate, or to acquire or receive shares in a company owning non-agricultural real estate in Poland. Land usage types such as technology and industrial parks, business and logistic centers, transport, housing plots, farmland in special economic zones, household gardens and plots up to 2 hectare are exempt from agricultural land purchase restrictions. New laws to restrict farm land and forest purchases came into force April 30, 2016; significantly restricting direct and indirect trade in these properties. It is too early to predict how strictly these laws will be interpreted and their impact on foreign investors. Agricultural land purchases will be limited primarily to private farmers. Foreigners can (and do) lease agricultural land.

Citizens from countries other than the EU, Iceland, Liechtenstein, Norway, and Switzerland are allowed to purchase an apartment, 0.4 hectares (4,000 square meters) of urban land without restriction, or up to one-half hectare of agricultural land with building restrictions and restrictions on eligibility for government support programs. In order to make large commercial real estate purchases, foreign citizens must obtain a permit from the Ministry of Interior (with the consent of the Defense and Agriculture Ministries), pursuant to the Act on Acquisition of Real Estate by Foreigners. A foreign business intending to buy real estate in Poland may apply for a provisional permit from the Ministry of Interior, which is valid for two years from the date of issue, during which time the company is expected to assemble documents demonstrating it is a viable business. Permits may be refused for reasons of social policy or public security.

U.S. energy and investment firms are deeply concerned about the recently passed “Law on Investments in Wind Power.” The law specifies a wind turbine site must be placed at a distance of ten times the total height of the installation as measured from ground level to the highest point, which, on average, will be a minimum distance of two kilometers from residences and environmentally protected areas, precluding most site development in Poland.

Privatization Program

After 26 years of privatization, the Polish government has completed the privatization of most of the state-backed enterprises it deems are not of strategic importance. With few exceptions, the Polish government invited foreign investors to participate in major privatization projects. In general, privatization bidding criteria has been clear and the process transparent. There are nearly 50 state-owned enterprises (SOEs) classified as strategically important, most in the energy, mining, and financial sectors. The government intends to keep majority share ownership of these firms, or to sell tranches of shares such that it maintains state control. The Ministry of Treasury and/or Ministry of Energy control the government’s shares in most strategic SOEs. The government is now focused on consolidating and improving the efficiency of the remaining state-controlled entities.

Screening of FDI

On September 30, 2015 the Act on the Control of Certain Investments entered into force, which provides for the screening of acquisitions in energy generation and distribution, petroleum production, processing and distribution; telecommunications; as well as the manufacturing and trade of explosives, weapons and ammunition.

Competition Law

Poland’s anti-trust authority, the Office of Competition and Consumer Protection (UOKiK), reviews investment and merger transactions for competition-related concerns. Its mandate covers transactions of a magnitude which could influence the Polish market. The Act on Competition and Consumer Protection empowers UOKiK to block any merger that would capture of 40 percent or more of market share. It does not oppose vertical mergers that would not have monopolistic consequences. UOKiK also imposes reporting requirements for acquisitions of existing companies. Participants in planned transactions must obtain UOKiK’s advance clearance if their turnover in the year preceding the application exceeded either EUR 1 billion globally or EUR 50 million in Poland. The law provides for a waiver of obligation to notify UOKiK in certain situations, if the annual turnover in Poland of the target enterprise was less than EUR 10 million in the two previous years, or if parties to the merger already belong to the same capital group. No merger filing is required if the target company’s sales in Poland were less than EUR 10 million during the previous two years. All multinational companies must notify UOKiK of a proposed merger if any party to it has subsidiaries, distribution networks or permanent sales in Poland. UOKiK’s website: https://uokik.gov.pl/.

Competition protection laws and regulations: (Links in English)

2. Conversion and Transfer Policies

Foreign Exchange

Foreign exchange is available through commercial banks and exchange offices. Payments and remittances in convertible currency may be made and received through a bank authorized to engage in foreign exchange transactions, and most banks have authorization. Foreign investors have not complained of significant difficulties or delays in remitting investment returns such as dividends, return of capital, interest and principal on private foreign debt, lease payments, royalties, or management fees. Foreign currencies can freely be used for settling accounts.

Poland provides full IMF Article VIII convertibility for current transactions. Polish Foreign Exchange Law, as amended, fully conforms to OECD Codes of Liberalization of Capital Movements and Current Invisible Operations. In general, foreign exchange transactions with the EU, OECD, and European Economic Area (EEA) are accorded equal treatment and are not restricted.

Except in limited cases which require a permit, foreigners may convert or transfer currency to make payments abroad for goods or services and may transfer abroad their shares of after-tax profit from operations in Poland. Foreign investors may freely withdraw their capital from Poland. Full repatriation of profits and dividend payments is allowed without obtaining a permit. However, a Polish company (including a Polish subsidiary of a foreign company) must pay withholding taxes to Polish tax authorities on distributable dividends unless a double taxation treaty is in effect. A double taxation treaty is in place between Poland and the United States. The United States and Poland signed an updated bilateral tax treaty in February 2013, but the United States had not yet ratified it as of May 2016. As a rule, a company headquartered outside of Poland is subject to corporate income tax on income earned in Poland, under the same rules as Polish companies.

Foreign exchange (FX) regulations require non-bank entities dealing in foreign exchange or acting as a currency exchange bureau to submit reports electronically to the National Bank of Poland (NBP) at http://sprawozdawczosc.nbp.pl. An exporter may open foreign exchange accounts in the currency it chooses.

Remittance Policies

Poland does not prohibit remittance through legal parallel markets utilizing convertible negotiable instruments (such as dollar-denominated Polish bonds in lieu of immediate payment in dollars). As a practical matter, such payment methods are rarely, if ever, used. Poland is not a Financial Action Task Force (FATF) member, but is seeking membership.

3. Expropriation and Compensation

Article 21 of the Polish Constitution states: "expropriation is admissible only for public purposes and upon equitable compensation." The Law on Land Management and Expropriation of Real Estate provides property may be expropriated only in accordance with statutory provisions such as construction of public works, national security considerations, or other specified cases of public interest. The government must pay full compensation at market value for expropriated property. Acquiring land for road construction investment has been liberalized and simplified to accelerate property acquisition. Most acquisitions for road construction are resolved without problems. However, there have been a few cases in which inability to reach agreement on remuneration has resulted in expropriation and compensation protests/disputes. Post is not aware of expropriation actions against U.S. investors, companies, or representatives.

4. Dispute Settlement

Legal System, Specialized Courts, Judicial Independence, Judgments of Foreign Courts

The Polish legal system is code-based and prosecutorial. The main source of the country's law is the Constitution of 1997. The legal system is a mix of Continental civil law (Napoleonic) and remnants of communist legal theory. Poland accepts the obligatory jurisdiction of the ICJ (International Court of Justice), but with reservations. In civil and commercial matters first instance courts sit in single-judge panels, while courts handling appeals sit in three-judge panels. District Courts (Sad Rejonowy) handle the majority of disputes in the first instance. When the value of a dispute exceeds a certain amount or the subject matter requires more expertise (such as in intellectual property right matters), Circuit Courts (Sad Okregowy) serve as first instance courts. Circuit Courts also handle appeals from District Court verdicts. Courts of Appeal (Sad Apelacyjny) handle appeals from verdicts of Circuit Courts as well as generally supervise the courts in their region. On July 1, 2015, courts began employing the contradictory system where the prosecutor and defense have to argue in front of a court.

The judiciary acts independently. The Polish judicial system generally upholds the sanctity of contracts. Foreign court judgements, under the Polish Civil Procedure Code and European Community regulation, can be recognized. However, there are many foreign court judgments which Polish courts do not accept or accept partially. One of the reasons for delays in the recognition of judgments of foreign courts is an insufficient number of judges with specialized expertise.

Generally, foreign firms are wary of the slow and over-burdened Polish court system, preferring other means to defend their rights. Contracts involving foreign parties often include a clause specifying that disputes will be resolved in a third-country court or through offshore arbitration.

Bankruptcy

Poland’s bankruptcy law was significantly changed and modernized since last report. There is now a bankruptcy law and a separate, distinct restructuring law. Poland ranks 32nd for ease of resolving insolvency in the World Bank’s Doing Business report 2015. Bankruptcy in Poland is criminalized if a company’s management does not file a petition to declare bankruptcy when company becomes illiquid for an extended period of time, or if a company ceases to pay its liabilities.

The New Bankruptcy Law entered into force January 1, 2016. The government’s goal is to improve Poland’s insolvency proceedings, and improve the ease of doing business. The new law changes conditions for declaring bankruptcy including statutory grounds for insolvency (i.e. financial liquidity and indebtedness). The law is more favorable to creditors in terms of asset determination, and introduces a new bankruptcy procedure known as “pre-packaged” liquidation.

In liquidation, creditors are divided into five classes that reflect the priority in satisfying their claims from liquidation proceeds. Under the new Bankruptcy Law, tax collectors and private creditors belong to the second class of creditors. Interest is satisfied in the third category and there is a new class for shareholder loans. If an amount to be distributed is not sufficient to fully satisfy all outstanding claims, claims falling under consecutive categories are satisfied after the full satisfaction of claims falling under the preceding category. If an estate is insufficient to fully satisfy all claims within the same category, claims are satisfied proportionally to the amount of respective claims in the category. Secured creditors have priority over the proceeds from liquidation of their collateral. If anything is left, the proceeds are distributed in the above specified order.

The Restructuring Law came into force as of January 1, 2016. The new law promotes restructuring as a measure to prevent insolvency and reflects a policy of second chance, similar to United States’ Chapter 11 measures. The law allows institution of court proceedings as early as possible at a financially-distressed company to limit further indebtness and prevent “harmful” disposal of assets by a debtor (e.g. to benefit one creditor at the expense of others). Four types of restructuring proceedings will be available. These are (in order from the least formalized/most expedient to the most formalized/least expedient): prepackaged arrangement proceedings (postepowanie o zatwierdzenie ukladu), accelerated arrangement proceedings (przyspieszone postepowanie ukladowe), arrangement proceedings (postepowanie ukladowe) and rehabilitation proceedings (postepowanie sanacyjne).

Investment Disputes

Poland's sale of state-owned enterprises, adoption of EU regulations, and passage of legislation limiting the role of the state in economic activity facilitated a friendlier environment for firms than in the past. However, investors express growing concern about the investment climate, specifically in the energy sector, where the regulatory environment is not clearly defined. Investors say the timely process of energy policy consolidation has made the legal, regulatory and investment environment for the energy sector uncertain in terms of how the Polish judicial system deals with questions and disputes around energy investments by foreign investors, and in foreign investor interactions with state owned or affiliated energy enterprises. Post is aware of seven U.S. investment disputes (eight claimants) within the past 10 years. Some details of past disputes may be found on the UNCTAD database. The majority of Poland’s investment disputes are with other EU-member states.

International Arbitration

Poland does not have an arbitration law, but provisions in the Polish Code of Civil Procedures of 1964, as amended, which is based to a large extent on UNCITRAL Model Law. Under the Code of Civil Procedure, an arbitration agreement must be concluded in writing. Commercial contracts between Polish and foreign companies often contain an arbitration clause. Arbitration tribunals operate through the Polish Chamber of Commerce, and other sector-specific organizations. A permanent court of arbitration is also at the Confederation Lewiatan in Warsaw.

There is no distinction in law between domestic and international arbitration. The law only distinguishes between foreign and domestic arbitral awards for the purpose of their recognition and enforcement. The decisions of arbitration entities are not automatically enforceable in Poland, but must be confirmed and upheld in a Polish court. Under Polish Civil Code, local courts accept and enforce the judgments of foreign courts, however, in practice; the acceptance of foreign court decisions varies.

Information on claims under the U.S.-Poland Bilateral Investment Treaty (BIT) (with further amendments) is below:

A Civil Procedures Code amendment in January 2016 implements internationally recognized arbitration standards, and creates an arbitration-friendly legal regime in Poland. The amendment applies to arbitral proceedings initiated on or after January 1, 2016, and introduced one-instance proceedings to repeal an arbitration award (instead of two-instance proceedings). This change encourages mediation and arbitration to solve business disputes and aims to strengthen speedy procedure. The Courts of Appeal (instead of District Courts) will handle complaints. In cases of foreign arbitral awards, the court of appeal will be the only instance. In certain cases it is possible to file a cassation (or extraordinary) appeal with the Supreme Court of the Republic of Poland. In the case of a domestic arbitral award, it will be possible to file an appeal to a different panel of the court of appeal.

ICSID Convention and New York Convention

Poland is not a party to the Convention on the Settlement of Investment Disputes between States and Nationals of Other States (Washington Convention). Poland is party to the following international agreements on dispute resolution, with the Ministry of Finance acting as the government's representative: The 1923 Geneva Protocol on Arbitration Clauses; The convention on the Recognition and Enforcement of Foreign Arbitral Awards (1958 New York Convention); The 1961 Geneva European Convention on International Trade Arbitration; The 1972 Moscow Convention on Arbitration Resolution of Civil Law Disputes in Economic and Scientific Cooperation

Duration of Dispute Resolution – Local Courts

On average it takes 685 days to resolve an investment/commercial dispute in Poland. Filing and service takes 60 days, trial and judgment 480 days, and enforcement of judgment 145 days. According to the World Bank, there are large differences in how long proceedings may last; Olsztyn is shortest at 328 days while Gdansk tends to be longest at 715 days. The most complicated and time-consuming proceedings involve real estate awards enforcement, while enforcement of bank accounts can be effected in a very short time, provided that the party against whom the enforcement is sought raises no objections.

5. Performance Requirements and Investment Incentives

WTO/TRIMS

Post is unaware of Poland’s notifications to the World Trade Organization (WTO) of any measures it maintains that are inconsistent with its obligations under the Trade Related Investment Measures (TRIMS) Agreement.

Investment Incentives

A company investing in Poland, either foreign or domestic, may receive assistance from the Polish government. Foreign investors have the potential to access certain incentives such as: income tax and real estate tax exemptions in Special Economic Zones (SEZ); investment grants of up to 50 percent of investment costs (70 percent for small or medium-sized enterprises); grants for research and development; grants for other activities such as environmental protection, training, logistics, or use of renewable energy sources.

Regulations for special economic zones and public assistance to entrepreneurs provide the basis for exemptions from income tax or other incentives. The amount of assistance (e.g., tax exemptions, grants, etc.) available to investments outside of SEZs varies by region. The government produces a regional aid map which specifies an assistance ceiling for each region, expressed as a percentage of a project's new investment or employment costs. Poland does not have restrictions on government financed or subsidized national research and development programs. U.S. firms can participate in these programs if their company is registered in Poland.

More information on government grants: http://www.paiz.gov.pl/governmental_grants;

Incentive Investments in SEZs: http://www.paiz.gov.pl/investment_support/investment_incentives_in_SEZ;

SEZ Guide (KPMG 2014): http://www.paiz.gov.pl/publications/industrial_and_technology_parks_and_special_economic_zones

Research and Development

The Polish government is seeking to increase Poland’s economic competitiveness by shifting toward a more knowledge-based economy. The government would like public and private sector investment in research and development to reach 2.0 percent of GDP by 2020. During 2014 – 2020 Poland will receive approximately USD 88.85 billion in EU Structural and Cohesion funds dedicated to research and development (R&D). Polish government programs such as the Responsible Development Plan focus on promoting an innovation-friendly business environment and improving R&D support system financing with better financial instruments and tax incentives. Businesses may also take advantage of the European Union's primary research funding program, Horizon 2020.

The Law on Supporting Innovation was signed in October 2015. Companies who run R&D activities are eligible for tax relief: 30 percent exemption on salary costs; 20 percent exemption on other eligible costs for small and medium-size enterprises (SMEs); and 10 percent exemption on other eligible costs for large companies. Also included are tax preferences for venture capital firms and tax waivers for in-kind contributions of intellectual property rights and industrial rights if the contribution to a firm occurs in 2016 or 2017.

More information: Ministry of Economic Development: https://www.mr.gov.pl/en/site/what-we-do/european-funds/

Performance Requirements

Poland does not mandate local employment. Post is not aware of excessively onerous visa, residence, work permit, or similar requirements inhibiting mobility of foreign investors and their employees. Polish law limits non-EU citizens to 49 percent ownership of a company’s capital shares in the air transport, radio and television broadcasting, sectors as well as airport and seaport operations. There are also legal limits on foreign ownership of farm and forest lands as outlined in section 1.5 of this report: Limits on Foreign Control and Right to Private Ownership and Establishment. Pursuant to the Broadcasting Law, a TV broadcasting company may only receive a license if the voting share of its foreign owners does not exceed 49 percent and if they hold permanent residence in Poland. In the insurance sector, at least two members of management boards, including the chair, must speak Polish.

Data Storage

Poland has no policy of "forced localization" designed to force foreign investors to use domestic content in goods or technology, no requirement to store data locally, and no requirements for foreign information technology (IT) providers to turn over source code and/or provide access to surveillance (backdoors into hardware and software or turn over keys for encryption). Polish regulations protect an individual’s personal data that is collected in Poland regardless of where the data is physically stored. The Bureau of the Inspector General for Personal Data Protection (GIODO) enforces personal data regulation.

6. Protection of Property Rights

Real Property

Poland recognizes and enforces secured interests in property, movable and real. The concept of a mortgage exists in Poland, and there is a recognized system of recording such secured interests. There are two types of publicly available land registers in Poland: the land and mortgage register (ksiegi wieczyste), the purpose of which is to register titles to land and encumbrances thereon, and the land and buildings register (ewidencja gruntow i budynkow), whose function is more technical as it contains information concerning physical features of the land, class of land and its use. Generally, real estate in Poland is registered and legal title can be identified on the basis of entries in the land and mortgage registers which are maintained by relevant district courts. Each register is accessible to the public and excerpts are available on application, subject to a nominal fee. The registers are available online.

Poland has a non-discriminatory legal system accessible to foreign investors that protects and facilitates acquisition and disposition of all property rights, including land, buildings, and mortgages. Many investors, foreign and domestic, complain the judicial system is slow in adjudicating property rights cases.

Widespread nationalization of property during and after World War II has complicated the ability to establish clear title to land in Poland, especially in major municipalities. While the Polish government has an administrative system for reviewing claims for the restitution of communal property, former individual property owners must file and pursue claims in the Polish court system in order to receive restitution. There is no general statute of limitations regarding the filing or litigation of private property restitution claims, but there are exceptions for specific cases. For example, in cases involving the communist-era nationalization of Warsaw under the Bierut Decree, there were claims deadlines that have now passed, and under current law, those who did not meet the deadlines would no longer be able to make a claim for either restitution or compensation. It is sometimes difficult to establish clear title to properties. There are no comprehensive estimates of land without clear title in Poland.

Two new land use laws, in force as of April 30, 2016, restrict free purchase of land by Polish and foreign investors. The agricultural land law bans sale of Agricultural Property Agency (APA) (state-owned) farmland for five years. State-owned farm land will be available only under long-term lease for farmers who want to enlarge their farms, to a maximum of 300 hectares (new and old land combined size). The agricultural land law also imposes restrictions on sale of privately owned farm land, and gives the APA preemptive right to purchase in case of land sales by a private owner. The APA is obliged to offer market rate compensation under the law. Technology and industrial parks, business and logistic centers, transport objects, housing terrain, farmland in special economic zones, household gardens and plots up to two hectares are exempt from the ban. Agricultural firms currently on the Polish market, including U.S. firms, express concern the 300 hectares limitation gives large, established farms a competitive advantage over smaller farms that wish to expand. The Law on Forest land similarly prevents Polish and foreign investors from purchasing privately-held forests and gives state-owned forestry agency Lasy Panstwowe preemptive right to buy privately-held forests.

Intellectual Property Rights

Polish intellectual property rights (IPR) law is stricter than European Commission directives require. Enforcement is good and improving across all IP types. Physical piracy (e.g., optical discs) is not a problem in Poland. However, online piracy continues to be widespread, despite progress in enforcement. Poland has two notorious online markets, Darkwarez.pl and Catshare.net. Poland is not listed in USTR’s Special 301 report.

Polish law requires a rights holder to start the prosecution process. In Poland, authors’ and creators’ organizations and associations track violations and present motions to prosecutors. Rights holders express concern that penalties for digital IPR infringement are not high enough to deter violators. In an effort to address these concerns, the Polish government established a national IPR strategy for 2015-2017 to address penalties, etc. Two work groups were established in 2015: one focused on identifying internet platforms which gain profit from IPR violation from money flow and internet ads (the so called follow the money approach); and a second group which examines existing Polish regulations regarding IPR law violations, its execution by courts and prosecutors, and recommends ways to improve IPR law.

The Polish Patent Office signed an agreement with the U.S. Patent and Trademark Office (USPTO) to participate in USPTO's Patent Prosecution Highway (PPH). The agreement entered into force on November 1, 2014. The PPH speeds up the examination process for corresponding applications filed in participating intellectual property offices. Polish citizens may now file international patent applications using the Polish Patent Office’s ePCT platform as of November 2015.

Amendments to existing Copyright and Related Rights law entered into force in November 2015. The amendments allow as wide as possible access to copyright works in the area of public lending right including orphan works and works not commercially available and extends the time of copyright protection. Amendments to the Law on Industrial Protection and other laws which implement international standards on trademarks protection entered into force on August 5, 2015. The amendments introduce provisions for license registration to use a trademark and establish maximum requirements for applications, registration, amendment or termination of the proceedings of a trademark. They define the recognition procedure for international registration of industrial designs and include provisions addressing the EU Court of Justice which secures patent rights, even when such rights expire in the case of recognized works of industrial design, as well as the legal protection of biotechnological inventions. The amendments also introduce a separate register of additional protective rights granted for medicinal products and plant protection products.

A 2015 amendment to the Act Regulating the Conditions for Access to some Professions enables individuals and companies who are part of EU, EFTA and EEA countries (including Switzerland) to act in proceedings before the patent office without a patent attorney present. However, individuals and companies outside the EU, EFTA and EEA (including Switzerland) still require patent attorney representation in proceedings before the Polish Patent Office.

Changes in Poland’s trademark registration process entered into force on April 15, 2016. These changes clarify and make the registration process more transparent, and include a 3 month opposition procedure after a trademark registration is published in the Patent Office Bulletin.

The bill on Reuse of Public Information (which implements EU 2013/37/EU Directive) was approved by the Lower House of Parliament on January 30, 2016 and is currently in the Senate. The bill expands the use of public information by libraries, museums, and archives. All information gathered by those institutions, which are not protected by copyright law, (i.e., digitalized art work, archives materials reproductions or electronic publications) will be available for reuse.

Those concerned with trademarks should be aware of EU Regulation No 2015/2424 which amends EU trademark regulation and entered into force on March 23, 2016. This regulation aims to harmonize and modernize EU member’s laws on trademarks and modernizes protection of trademarks. EU members including Poland have three years to implement the regulation and up to six years for annulment and termination of trademarks. See the European Union Investment Climate Statement for details.

For additional information about treaty obligations and points of contact at local IP offices, please see WIPO’s country profiles at http://www.wipo.int/directory/en/.

In 2014 Polish Customs reported 2,668 IPR cases, and 4,121,670 goods seized, with an approximate value of USD 37.3 million (This does not include seizures by Police and Border Guards). Police reported 4,597 IPR investigations (slightly higher than 4136 investigations in 2013). There were 14,814 crimes committed against intellectual property rights and industrial rights. The Border Guards reported 76 IPR investigations initiated (an increase of 24.6 percent as compared to 2013). Approximately 74 investigations were concluded (an increase of 60.9 percent compared to 2014), and 28 cases were filed with the prosecutors office.

Resources for Rights Holders

Ministry of Culture and National Heritage: http://www.mkidn.gov.pl/pages/the-ministry-of-culture-and-national-heritage/international-cooperation/world-intellectual-property-organization.php

General information on copyright in Poland: http://www.copyright.gov.pl/pages/main-page/copyright-in-poland/general-information.php

Polish Patent Office: http://www.uprp.pl/o-urzedzie/Lead03,14,56,1,index,pl,text/

Ministry of Digitalization: https://mc.gov.pl/en/the-areas-of-our-activity

Contact Point at Post for Intellectual Property Issues

Trade and Investment Officer

  • Ul. Ujazdowskie 29/31, 00-540, Warszawa, Poland
  • +48 22 504 2000; ICSPoland@state.gov

Mission Poland has compiled lists of attorneys with the help of Polish District Bar Associations. Mission Poland assumes no responsibility for the professional ability or integrity of the persons who appear on the list: http://poland.usembassy.gov/poland/attorneys.html.

7. Transparency of the Regulatory System

Polish accounting standards do not differ significantly from international standards. Major international accounting firms provide services in Poland. In cases where there is no national accounting standard, the appropriate International Accounting Standard may be applied. However, investors complain of regulatory unpredictability and high levels of administrative red tape. Foreign and domestic investors must comply with a variety of laws concerning taxation, labor practices, health and safety, and the environment. Complaints about these laws, especially the tax system, center on lack of clarity and strict penalties for minor errors.

Proposed laws and regulations are published in draft form for public comment, and ministries must conduct public consultations. Poland follows OECD recognized good regulatory practices. Participation in public consultations and the time period allotted for them are often limited. Proposed legislation can be tracked on the Prime Minister’s webpage, http://legislacja.rcl.gov.pl/.

8. Efficient Capital Markets and Portfolio Investment

The Polish regulatory system is effective in encouraging and facilitating portfolio investment. Both foreign and domestic investors may place funds in demand and time deposits, stocks, bonds, futures, and derivatives. Poland has healthy equity markets that facilitate the free flow of financial resources. Poland provides full IMF Article VIII convertibility for current transactions. Banks can and do lend to foreign and domestic companies. Companies can and do borrow abroad and issue commercial paper, but the market is less robust than in Western European countries or the United States. The Act on Investment Funds allows for open-end, closed-end, and mixed investment funds, and the development of securitization instruments in Poland. In general, no special restrictions apply to foreign investors purchasing Polish securities.

Credit allocation is on market terms. The government maintains some programs offering below-market rate loans to certain domestic groups, such as farmers and homeowners. Foreign investors and domestic investors have equal access to Polish financial markets. Private Polish investment is usually financed from retained earnings and credits, while foreign investors utilize funds obtained outside of Poland as well as retained earnings. Polish firms raise capital in Poland and in other countries. A deflationary trend since mid-2014 combined with successive interest rate cuts ensured good performance by Polish bonds in 2014 and 2015.

Money and Banking System, Hostile Takeovers

The banking sector is liquid, profitable and major banks are well capitalized. Profitability decreased in 2015 but remains at a reasonable level (ROE at 6.8 percent in 2015). Profits are likely to be under pressure due to record low interest rates, reduction of interchange fees for debit and credit cards, higher contributions to the Bank Guarantee Fund and a new tax on financial sector assets that entered into force in February 2016 (a monthly 0.0366 percent tax on lenders' assets) to fund social spending A possible new law on the conversion of Swiss franc mortgages could also lower Polish bank profitability, but a fall in the burden of loan impairment provisions on earnings will support sector profitability.

In general, supervision and risk management contained excessive risk-taking. The state owns several banks, but the sector is predominantly privately owned. Poland's Treasury ministry has encouraged Poland's state-owned institutions such as insurer PZU to buy more banks to increase domestic bank holdings. In 2015, PZU bought mid-tier lender Alior Bank.

The Polish National Bank (NBP) is Poland’s central bank. NBP’s stress tests and loss absorption capacity simulation indicate the banking sector’s resilience to shocks has weakened, mainly as a result of additional fiscal burdens imposed on banks. At the end of September 2015, most banks met regulatory capital adequacy ratios. Banks with total capital ratios above 12 percent represented 97.7 percent of domestic bank assets. Banks with a Tier 1 ratio above 9 percent represented 98.6 percent of domestic bank assets. The top ten banks held approximately USD 280 billion in assets at the end of 2015.

Poland's banking sector meets European Banking Authority regulatory requirements. The share of non-performing loans is close to the EU average and recently has been falling. Between January-September 2015 non-performing loans increased by 3.7 percent but their share in the portfolio decreased slightly (from 7 percent at the end of 2014 to 6.9 percent at the end of September 2015). Bank credit plays a limited role in financing business investment in Poland.

Credit unions (SKOK) sector have faced difficulties in recent years. Authorities have intensified efforts to resolve the small but vulnerable credit union segment with a number of institutions developing rehabilitation plans and merger and takeovers occurring. The credit union segment accounts for less than 2 percent of the banking sector’s assets and does not pose a systemic risk.

Amendments to Poland’s covered bonds law entered into effect on January 1, 2016. The amendments improve liquidity of this instrument in Poland and reduce the asset-liability maturity mismatch, which results from banks' reliance on customer deposits to support lending growth. The amendments also increase investor protection by limiting time subordination -- i.e., certain tranches being paid ahead of others -- and reduce refinancing risk.

9. Competition from State-Owned Enterprises

State owned enterprises (SOEs) still exist mainly in energy and financial sectors. The State Treasury has majority ownership in 47 companies classified as "strategically important and of significant importance,"(as of June 2015):

http://www.msp.gov.pl/pl/import/3,Wykaz-spolek-z-wiekszosciowym-udzialem-Skarbu-Panstwa.html; and minority ownership of 346 companies (as of June 2015):

http://www.msp.gov.pl/pl/import/1,Wykaz-spolek-z-mniejszosciowym-udzialem-Skarbu-Panstwa.html. The government intends to keep majority share ownership and/or state-control of strategically important firms.

SOEs are worth more than USD 60 billion and many are the biggest companies in their sectors. The same standards are generally applied to private and public companies with respect to access to markets, credit, and other business operations such as licenses and supplies. Government officials occasionally exercise discretionary authority to assist SOEs. In general, SOEs are meant to pay their own way, finance their operations and fund further expansion through profits generated from their own operations. SOEs are governed by a board of directors and most pay an annual dividend to the government. SOEs prepare and disclose annual reports. Since Poland’s EU accession, government activity favoring state-owned firms has received careful scrutiny from Brussels.

Poland as a European Union member state is a party to the Government Procurement Agreement (GPA) within the World Trade Organization. There is no consolidated government information on SOE budgets for research and development available to Post. The Polish government works to improve the efficiency of SOEs through enhancement of corporate governance standards.

OECD Guidelines on Corporate Governance of SOEs

The majority of Polish State Owned Enterprises (SOEs) are under Ministry of the Treasury supervision. Companies under Treasury Ministry’s supervision are listed here:

http://www.msp.gov.pl/pl/polityka-wlascicielska/podmioty-nadzorowane-pr-1/37,Podmioty-nadzorowane-przez-MSP.html?page=1. A relatively small number of SOEs are supervised by other Ministries, such as the Ministry of Economic Development and the Ministry of Infrastructure, as well as provincial (regional) governors. In Poland, the same rules are binding in SOEs and in publicly listed companies unless statutes provide otherwise. In 2016, the newly formed Ministry of Energy started to supervise state-owned power utilities, oil and gas firms, as well as coal mining companies.

The State exercises its influence through its rights as a shareholder in proportion to the number of voting shares it holds (or through shareholder proxies). Poland formally owns shares through the Treasury, which also fulfils corporate supervision of the State as shareholder. Line ministries may be involved in corporate supervision per area of competence (such as in mining, rail etc.). In some cases, a SOE is afforded special rights as specified in the company’s articles, and in compliance with Polish and EU laws. In some non-strategic companies, the Treasury exercises special rights as a result of its majority ownership but not as a result of any specific strategic interest. Despite some of these specific rights, the Treasury’s aim is to create long-term value for shareholders of its listed companies by adhering to the OECD SOE Guidelines. State representatives who sit on supervisory boards must comply with the Commercial Companies Code and are expected to act in the best interests of the company and its shareholders.

In Treasury companies, employees may designate two fifths of the Supervisory Board's composition. In addition, according to the privatization law, in wholly-owned Treasury companies with more than 500 employees, the employees are allowed to elect one member of the Management Board.) In Poland, SOEs are subject to a series of additional disclosure requirements above those set forth in the Company Law. The Treasury prepares specific guidelines on annual financial reporting to explain and clarify these requirements. SOEs have to prepare detailed reports on management board activity, plus a report on previous financial year activity, and a report on the result of the examination of financial reports. The state representatives to the supervisory board have to go through examinations to be able to apply for a board position. Many major state owned companies are listed on the Warsaw Stock Exchange (WSE) and are subject to the “Code of Best Practice for WSE Listed Companies.”

The Treasury Ministry plans to liquidate the ministry in 2017 to create a “national holding” or agency to run SOEs. This will consolidate its stakes in some of the biggest Warsaw Stock Exchange listed state-run companies, such as PKO Bank Polski SA, insurer PZU SA, copper producer KGHM SA and chemicals maker Grupa Azoty SA. The new setup will enable close political supervision of state owned companies.

As a response to a hostile takeover attempt on one of Poland’s strategic state-owned companies (Grupa Azoty) by a foreign company in 2012, the Treasury Ministry created a law legitimizing annulment of transactions in shares of Poland's strategic companies if such transactions are considered a threat to national security. On September 30, 2015, the Act on Control of Certain Investments entered into force. The act creates mechanisms to protect against hostile takeovers of companies operating in strategic sectors (gas, power generation, chemical, petrochemical and defense sectors) of the Polish economy. According to the Act, prior to the acquisition of shares of strategic companies (including the acquisition of proprietary interests in entities and/or their enterprises) the purchaser must notify the Treasury Minister and receive approval. The obligation to inform the Minister applies to transactions involving the acquisition of a “material stake” in companies doing business in strategic sectors. Furthermore, the Act gives the Minister the opportunity to create, by way of an ordinance, a list of entities subject to protection under the new regulation. The Act stipulates failure to notify carries a fine of up to PLN 100,000,000 (+/- USD 25,575,542) or a penalty of imprisonment between six months and five years (or both penalties together) for a person acting on behalf of a legal person or organizational unit that acquires a material stake without prior notification

Sovereign Wealth Funds

There are no sovereign wealth funds in Poland.

10. Responsible Business Conduct

There is no specific Polish legislation to promote best practices in corporate social responsibility (CSR) among Polish companies. Poland’s Ministry of Economic Development (formerly the Ministry of Economy) supports implementation of CSR programs. The Economic Development Ministry CSR unit has a draft Action Plan, intended as a starting point for the National Action Plan on CSR. Also, the Ministry of Foreign Affairs has started work on preparing the National Action Plan on Business and Human Rights.

In Poland the term “responsible business conduct” is not used in local vernacular, rather, “corporate social responsibility” is used. After October 2015 elections, a new advisory group responsible for CSR issues was established in the Ministry of Economic Development. The group consists of representatives of federal and local governments, trade unions and employer organizations and representatives of social organizations and scientific institutions.

Independent organizations including non-governmental organizations (NGOs), business and employee associations promote CSR in Poland. The Responsible Business Forum (RBF), founded in 2000, is the oldest and largest NGO in Poland to focus on corporate social responsibility. RBF’s latest report is: “Vision of Sustainable Development of Polish Business 2050” a joint project with the former Ministry of Economy and Deloitte. In November 2015, CSR Watch Coalition Poland joined the OECD Watch international network. CSR Watch Coalition Poland aims to advance respect for human rights in the context of business activity in Poland in line with the spirit of the UN Guiding Principles on Business and Human Rights and OECD Guidelines for Multinational Enterprises (MNEs): http://pihrb.org/koalicja/

Poland maintains a National Contact Point (NCP) for OECD MNE guidelines: http://www.paiz.gov.pl/OECD_National_Contact_Point.

Guidelines are also distributed during seminars and workshops. Investors are informed about the Guidelines and their implementation through Regional Investor Assistance Centers. Major cases handled by the local OECD NCP are listed here: http://www.paiz.gov.pl/OECD_National_Contact_Point/major_cases

Companies often compile CSR activity reports based on international reporting standards. Currently, there are many CSR standards e.g., GRI guidelines, ISO 26000, guidelines developed by the OECD for multinational enterprises. The Ministry of Economic Development supports Polish translation of social reporting standard GRI G4. Poland does not participate in the Extractive Industries Transparency Initiative (EITI).

11. Political Violence

Poland is a politically stable country. Constitutional transfers of power are orderly. The last parliamentary elections took place in October 2015 and presidential elections took place in May 2015; observers considered both elections free and fair; the new government formed in November 2015. The next elections will be held in 2019 for the national parliament and in 2020 for the presidency.

There have been no confirmed incidents of politically motivated violence toward foreign investment projects in recent years. Poland has neither insurgent groups nor belligerent neighbors. The Overseas Private Investment Corporation (OPIC) provides political risk insurance for Poland but it is not frequently used, as competitive private sector financing and insurance are readily available.

12. Corruption

Poland has laws, regulations, and penalties aimed at combating corruption. In 2015, the Transparency International (TI) index of perceived public corruption ranked Poland as the 30th least corrupt among 168 countries. Due to the downward trend of corruption in Poland, Transparency International closed its Polish chapter in 2011.

UN Anticorruption Convention, OECD Convention on Combatting Bribery

The Polish Central Anti-Corruption Bureau (CBA) and national police investigate public corruption. The Justice Ministry and the police are responsible for enforcing Poland’s anti-corruption criminal laws. The Finance Ministry administers tax collection and is responsible for denying the tax deductibility of bribes.

Reports of alleged corruption most frequently appear in connection with government contracting and the issuance of a regulation or permit that benefits a particular company. Allegations of corruption by customs and border guard officials, tax authorities, and local government officials show a decreasing trend. If such corruption is proven, it is usually punished.

Overall, U.S. firms have found that maintaining policies of full compliance with the U.S. Foreign Corrupt Practices Act (FCPA) is effective in building a reputation for good corporate governance and that doing so is not an impediment to profitable operations in Poland.

Poland ratified the UN Anticorruption Convention in 2006 and the OECD Convention on Combating Bribery in 2000. Polish law classifies the payment of a bribe to a foreign official as a criminal offense, the same as if it were a bribe to a Polish official.

Resources to Report Corruption

  • Centralne Biuro Antykorupcyjne (Central Anti-Corruption Bureau - CBA)
  • al. Ujazdowskie 9, 00-583 Warszawa
  • +48 800 808 808
  • kontakt@cba.gov.pl
  • www.cba.gov.pl; link: Zglos Korupcje (report corruption)

The Batory Foundation, Public Integrity Program serves as a non-governmental watchdog organization. The foundation can be reached at +48 (22) 536 0257 or op@batory.org.pl.

Batory Foundation's contact information is for whistleblowers only.

13. Bilateral Investment Agreements

Bilateral Taxation Treaties

Poland has concluded bilateral investment agreements with the following countries: Albania (1993); Argentina (1992); Australia (1992); Austria (1989); Azerbaijan (1999); Bangladesh (1999); Belgium and Luxembourg (1991); Belarus (1993); Bulgaria (1995); Canada (1990); Chile (2000); China (1989); Croatia (1995); Cyprus (1993); the Czech Republic (1994); Denmark (1990); Egypt (1998); Estonia (1993); Finland (1998); France (1990); Germany (1990); Greece (1995); Hungary (1995); India (1997); Indonesia (1993); Iran (2001; although Poland supports international sanctions regimes); Israel (1992); Jordan; Kazakhstan (1995); Kuwait (1993); Latvia (1993); Lithuania (1993); Macedonia (1997); Malaysia (1994); Moldova (1995); Mongolia (1996); Morocco (1995); the Netherlands (1994); Norway (1990); Portugal (1993); Romania (1995); Serbia and Montenegro (1997); Singapore (1993); Slovenia (2000); Slovakia (1996); South Korea (1990); Spain (1993); Sweden (1990); Switzerland (1990); Thailand (1993); Tunisia (1993); Turkey (1994); Ukraine (1993); United Arab Emirates (1994); the United Kingdom (1988); the United States (1994); Uruguay (1994); Uzbekistan (1995); Vietnam (1994).

The United States and Poland signed a Treaty Concerning Business and Economic Relations in 1990; it entered into force in 1994 for ten years, then was amended and ratified in October 2004.

In February 2016, Poland’s State Treasury announced its intention to terminate intra-EU Bilateral Investment Treaties. The European Commission has asked Member States to terminate their intra-EU bilateral investment treaties for some time.

Poland has signed (as of December 2015) Double Tax Treaties with:

Albania, Algeria (a), Armenia, Australia, Austria, Azerbaijan, Bangladesh, Belarus, Belgium, Bosnia and Herzegovina, Bulgaria, Canada, Chile, China, Croatia, Cyprus, Czech Rep., Denmark, Estonia, Egypt, Ethiopia, Finland, France, Georgia, Germany, Greece, Guernsey, Hungary, Iceland, India, Indonesia, Iran, Ireland, Israel, Italy, Japan, Jersey, Jordan, Kazakhstan, Korea, Kuwait, Kyrgyzstan, Latvia, Lebanon, Lithuania, Luxembourg, Macedonia, Malaysia, Malta, Isle of Man, Mexico, Moldova, Mongolia, Montenegro, Morocco, Netherlands, New Zealand, Nigeria (a), Norway, Pakistan, Philippines, Portugal, Qatar, Romania, Russia, Serbia, Singapore, Slovakia, Slovenia, Saudi Arabia, South Africa, Spain, Sri Lanka, Sweden, Switzerland, Syria, Tajikistan, Thailand, Tunisia, Turkey, Ukraine, UK , United Arab Emirates, Uruguay (a), United States, Uzbekistan, Vietnam, Zambia (a), Zimbabwe (Note: (a) Treaty signed, but not yet in force)

The United States has a double taxation treaty with Poland, but an updated bilateral tax treaty was signed in February 2013 and is awaiting ratification by the United States.

A "totalization treaty" (The Agreement between the United States of America and the Republic of Poland on Social Security) prevents double taxation, enables resumption of payments to suspended beneficiaries, and allows transfer of benefit eligibility.

14. OPIC and Other Investment Insurance Programs

The Overseas Private Investment Corporation (OPIC) provides political risk insurance for U.S. companies investing in Poland against political violence, expropriation, and inconvertibility of local currency. OPIC offers medium and long-term financing in Poland through its direct loan and guarantee programs. Direct loans are reserved for U.S. businesses or cooperatives. Loan guarantees are issued to U.S. lending institutions.

The estimated annual U.S. dollar value of the local currency to be used by the Mission in 2015 is USD 29 million. This figure includes embassy and consulate spending, and payroll paid in local currency. Generally, the Mission uses the official United States Government rate as defined daily by the Department of State's Bureau of the Comptroller and Global Financial Services. The rate is set by the Charleston financial service center. The mission also has a few leases/contracts that stipulate payment based on the average rate of the National Bank of Poland.

The World Bank's Multilateral Investment Guarantee Agency provides investment insurance similar to OPIC's for investments in Poland.

15. Labor

Poland has a well-educated, skilled labor force. Productivity remains below Western standards but is rising rapidly, and unit costs are competitive. In 2015, the average gross wage in Poland was around 4,000 zloty (approximately USD 1200 per month). Poland's economy employed roughly 16.2 million people in the third quarter of 2015. The EU measured total Polish unemployment at seven percent, with youth unemployment at 21 percent in December 2015. Poland’s Main Statistical Office reports unemployment rates differently and tends to be higher than EU figures. Unemployment varies substantially between regions, the highest rate (17 percent) in north-eastern part of Poland (Warmia and Mazury), and the lowest at 6.5 percent in the western province of Wielkopolska. At the end of 2015, unemployment was lowest in major urban areas.

Polish workers are usually eager to work for foreign companies, in Poland and abroad. Since Poland joined the EU, one to two million Poles have sought work in other EU member states.

Polish companies suffer from a shortage of qualified workers. The most sought-after specialists are engineers, IT specialists, salespersons, project managers, and technical advisors. Manufacturing companies seek welders, bricklayers, and machinery operators. Employment has expanded in service industries such as information technology, manufacturing, administrative and support service activities. The business process outsourcing industry in Poland has experienced dynamic growth. The state-owned sector employs about a quarter of the work force, although employment in coal mining and steel are declining.

In 2012, Poland revised its pension system and implemented legislation that will gradually raise the retirement age for men and women to 67. Previously, the retirement age had been 65 for men and 60 for women. In November 2015, the President submitted a bill on lowering the retirement age for men (from 67 to 65) and for women (from 67 to 60). The bill is currently in Poland’s legislature.

Labor laws differentiate between layoffs and firing. In the case of layoffs (when workers are dismissed for economic reasons in companies which hire more than twenty employees), employers are required to offer severance pay; in the case of firing, the labor law does not require severance pay.

Most workers hired under labor contracts have the legal right to establish and join independent trade unions and to bargain collectively. Workers hired on civil contracts and the self-employed do not have the right to join a trade union. On June 2, 2015, the Constitutional Court ruled the limitation on establishing and joining a trade union is unconstitutional. Trade union influence is declining, though unions remain powerful in coal-mining and shipyards.

The 1996 Labor Code governs most aspects of employee-employer relations, but only those covered by regular labor contracts. The code outlines employee and employer rights in all sectors, both public and private, and has been gradually revised to adapt to EU standards. The Polish government adheres to the ILO’s core conventions.

Employers tend to use temporary and contract workers for jobs that are not temporary in nature. According to National Labor Inspector’s (NLI) study for 2014, some 16 percent of “short-term” contracts lasted longer than five years. Employers use short-term contracts because they allow firing with two-weeks’ notice and without consulting trade unions on the decision. Employers also tend to use civil instead of labor contracts, even in situations where work performed meets all requirements of a regular labor contract. According to the NLI, in one-fifth of cases, employers tend to use civil contracts where regular labor contracts are required. Employers prefer civil contracts because they offer more flexibility to fire and hire, and are less costly.

The law requires equal pay for equal work and equal treatment with respect to signing labor contracts, employment conditions, promotion, and access to training. The law defines equal treatment as nondiscrimination in any way, directly or indirectly on the grounds of gender, age, disability, race, religion, nationality, political opinion, ethnic origin, denomination, sexual orientation, whether or not the person is employed temporarily or permanently, full time or part time.

The 1991 law on conflict resolution defines the mechanism for labor dispute resolution. It consists of four stages; first, the employer is obliged to conduct negotiations with his employees; the second stage is a mediation process, including an independent mediator. If an agreement is not reached through mediation, the next stage is arbitrage, which takes place at the regional court. The final stage of conflict resolution is a strike.

The government generally complies with international labor standards; however there are several gaps in enforcing the law including legal restrictions on the rights of workers to form and join independent unions. Cumbersome procedures make it difficult for workers to meet all of the technical requirements for a legal strike. The law prohibits collective bargaining for key civil servants, appointed or elected employees of state and municipal bodies, court judges and prosecutors. There were some limitations with respect to identification of victims of forced labor. The law prohibits discrimination with respect to employment or occupation but discrimination in employment and occupation occurred. Authorities did not effectively enforce minimum wage, hours of work and occupational health and safety in the formal or informal sectors.

The National Labor Inspectorate (NLI) is responsible for identifying possible labor violations; it may issue fines and notify the prosecutor’s office in cases of severe violations. According to the trade unions, however, the NLI does not have adequate tools to hold violators accountable and the small fines imposed as punishment are an ineffective deterrent to employers.

On February 22, 2016, the June 2015 labor law revision entered into force. The revised law will affect more than two million employees hired on short-term labor contracts. Under the revised law, employees may be hired on short-term contracts for a maximum of 33 months, and then contracts will automatically change into unlimited labor contracts.

In January 2016, the government drafted a bill on minimum hourly wage of 12 zloty (USD 3.07 at USD 1/zloty 3.899) per hour. This bill, if adopted, will affect persons hired with civil contracts. The bill has been submitted for public consultation and is not in the parliament as of June 2016.

16. Foreign Trade Zones/Free Ports/Trade Facilitation

Foreign-owned firms have the same opportunities as Polish firms to benefit from foreign trade zones (FTZs), free ports, and special economic zones. The 2004 Customs Law regulates operation of FTZs in Poland. The Minister of Finance and the Minister of Economy, establish duty-free zones. The Ministers designate the zone’s managing authorities, usually provincial governors who issue operating permits to interested companies for a given zone.

Most activity in FTZs involves storage, packaging, and repackaging. As of January 2015, there were seven FTZs: Gliwice, near Poland’s southern border; Terespol, near Poland’s eastern border; Mszczonow, near Warsaw; Warsaw’s Frederic Chopin International Airport; Szczecin; Swinoujscie; and Gdansk. Duty-free shops are available only for travelers to non-EU countries.

There are thirteen bonded warehouses (airports unless specified): Bydgoszcz-Biale Blota; Krakow-Balice; Wroclaw-Strachowice; Katowice-Pyrzowice; Gdansk-Trojmiasto; Lodz; Braniewo; Poznan-Lawica; Rzeszow-Jasionka, Warszawa-Modlin, Lublin, Szczecin-Goleniow; Radom. Commercial companies can operate bonded warehouses. Customs and storage facilities must operate pursuant to custom authorities’ permission. Only persons established in the EU can receive authorization to operate a customs warehouse.

17. Foreign Direct Investment and Foreign Portfolio Investment Statistics

Table 2: Key Macroeconomic Data, U.S. FDI in Host Country/Economy

 

Host Country Statistical source*

USG or international statistical source

USG or International Source of Data: BEA; IMF; Eurostat; UNCTAD, Other

Economic Data

Year

Amount

Year

Amount

  

Host Country Gross Domestic Product (GDP) (USDM USD)

2015

USD545,000

2014

USD993,129

Other: OECD

https://data.oecd.org/gdp/gross-domestic-product-gdp.htm

Foreign Direct Investment

Host Country Statistical source*

USG or international statistical source

USG or international Source of data: BEA; IMF; Eurostat; UNCTAD, Other

U.S. FDI in partner country (USDM USD, stock positions)

2014

USD7586

2014

USD11500

Source: BEA: http://www.bea.gov/international/factsheet/factsheet.cfm?Area=355

Host country’s FDI in the United States (USDM USD, stock positions)

2014

USD635

2014

USD249

Source: BEA: http://www.bea.gov/international/factsheet/factsheet.cfm?Area=355

Total inbound stock of FDI as % host GDP

2014

38.3

2014

38.3

Own calculations; Eurostat data n/a for 2014.

*Source: National Bank of Poland (NBP), Central Statistical Office, Finance Ministry.

The discrepancy in “U.S. FDI partner country” is likely due to the NBP methodology of classifying origin of capital. For example, if a U.S. company invests in Poland through their German subsidiary, the FDI is classified as German, not U.S., by NBP methodology.

In its report on 2014 FDI, NBP indicates if FDI stock was calculated considering the headquarters country of a parent entity in a capital group and not the headquarters country of a direct investor, the U.S.FDI stock position in Poland would exceed USD 20 billion at the end of 2014.

The discrepancy in “Host country’s FDI in the United States” is likely due to differences in sample sets and size in the U.S. and Poland, according to NBP analysts.

USD/PLN 3.15 is the rate of exchange used for calculations (NBP 2014 average).

Table 3: Sources and Destination of FDI, 2014

Direct Investment from/in Counterpart Economy Data, 2014

From Top Five Sources/To Top Five Destinations (US Dollars, Millions)

Inward Direct Investment

Outward Direct Investment

Total Inward

208,610

100%

Total Outward

27,154

100%

Netherlands

35,974

17%

Cyprus

8,610

32%

Germany

34,003

16%

Luxembourg

7,316

27%

Luxembourg

24,754

12%

Switzerland

3,256

12%

France

24,237

12%

Netherlands

2,787

10%

Spain

13,156

6%

Czech Republic

1,736

6%

"0" reflects amounts rounded to +/- USD 500,000.

Results of table 3 are consistent with National Bank of Poland data.

Table 4: Sources of Portfolio Investment, 2014

Portfolio Investment Assets, 2014

Top Five Partners (Millions, US Dollars)

Total

Equity Securities

Total Debt Securities

All Countries

20,325

100%

All Countries

12,416

100%

All Countries

7,909

100%

Luxembourg

6,668

33%

Luxembourg

6,002

48%

France

1,190

15%

United States

2,091

10%

United States

1,603

13%

Hungary

759

10%

Sweden

1,538

8%

Austria

755

6%

Luxembourg

666

8%

France

1,478

7%

Turkey

514

4%

Turkey

547

7%

Hungary

1,067

5%

Germany

467

4%

United States

488

6%

Results of table 4 are consistent with NBP data.

18. Contact for More Information

Trade and Investment Officer, Ul. Ujazdowskie 29/31, 00-540, Warsaw, Poland;

+48 22 504 2000; ICSPoland@state.gov

ecoi.net description:
Annual report on investment climate, incl. information on legal and regulatory system, political violence, corruption, labour and economic issues, etc. (as of March 2016)
Country:
Poland
Source:
USDOS – US Department of State (Author)
Original link:
http://www.state.gov/e/eb/rls/othr/ics/2016/eur/254403.htm
Document type:
Periodical Report
Language:
English
Published:
5 July 2016
Document ID:
1075289 (former ID 332497)

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