Capital Market Regulations in Poland

Legislation on capital markets in Poland

Poland is a very appealing country for foreign investors due to its development during the last few years. One of its main attractions are the capital markets because of their flexible regulations for floating companies. The main laws governing capital markets in Poland are:

• -          the Financial Market Supervision Act of 2006;
• -          the Capital Market Supervision Act of 2005;
• -          the Trading in Financial Instruments Act of 2005;
• -          the Public Offering and Conditions Governing the Introduction of Financial Instruments to Organized Trading and Public Companies Act of 2005;
• -          the Investment Funds Act of 2004;
• -          the Commodity Exchanges Act of 2000.

The most recent document on capital markets in Poland is the Bonds Act which was enabled in 2015. Our Polish experts can provide you with more information about the current legislation on capital markets.

Requirements to float a company on the Polish capital markets

The main authorities supervising capital markets and listed companies in Poland are Financial Supervisory Authority (PFSA), the Warsaw Stock Exchange (WSE) and the National Depository of Securities (NDS). Each authority will establish its own regulations and recommendations for listed companies. However, the PFSA is in charge with the authorization of companies to be listed and with the supervision of the Polish capital markets.

Only joint-stock companies are allowed to trade shares on the WSE in Poland based on the appropriate documentation and the minimum capital requirements as established by the PFSA. Also, only companies with at least 3 years of activity are allowed to list their shares on the Polish capital markets. Foreign companies are also allowed to float shares on the capital markets in Poland in accordance with the European Commission Regulation (EC) No. 809/2004.

The main steps to list a company on the capital markets in Poland

There are several steps a foreign and a Polish company must follow in order to list its shares on the capital market. These are:

• -          change its corporate status, if necessary;
• -          holding a general shareholders’ meeting in order to approve the public offering of shares;
• -          preparing the issue prospectus;
• -          submitting the prospectus with the PFSA;
• -          publishing the prospectus approved by the PFSA;
• -          making the public offering.

After the offering is closed, the company must submit two applications: one with the WSE in order to be allowed to list its shares, and one with the NDS in order to register the issuance of shares or other trading instruments.

If you need assistance in listing a company on the capital market, do not hesitate to contact our specialists in company formation in Poland.