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The Warsaw Voice » Other » May 14, 2008
Ukraine in Poland
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Who Permits What
May 14, 2008   
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Do Ukrainian entrepreneurs need the consent of Polish administrative authorities to purchase shares in Polish companies?
As a rule, investing in Poland does not require any special permit from the administrative authorities. However, when investing in Poland in a functioning company, a Ukrainian entrepreneur may expect its investment to be inspected on the grounds of competition law. These provisions do not discriminate against Ukrainian entrepreneurs. Also, as Ukraine is not a member of the European Union, Ukrainian entrepreneurs should expect to be required to obtain a permit from the Minister of Internal Affairs and Administration to acquire real estate in Poland or shares in a company that owns real estate in Poland.

However, no permit is required from the Polish administrative authorities for a Ukrainian entrepreneur merely to open a single-member company in Poland.

When is clearance from the Competition and Consumer Protection Office (UOKiK) required?
Polish competition law states that clearance is required from the Competition and Consumer Protection Office (UOKiK) for an entrepreneur to acquire a majority block of shares in another business, in other words to take over this business. This clearance is only required if the total worldwide turnover of the capital groups of the entrepreneurs participating in the transaction in the year preceding the transaction was more than 1 billion euros or if total turnover of the capital groups in the same year in Poland was more than 50 million euros. Clearance should be obtained before the transaction is carried out.

Are there any exceptions to this rule?
Yes. Clearance is not required for the takeover of small businesses. If the target company and its subsidiaries had turnover in Poland of less than 10 million euros, there is no need to obtain clearance.

What about a permit to purchase real estate?
Before acquiring the ownership or perpetual usufruct right to real estate in Poland, a Ukrainian entrepreneur must obtain a permit from the Minister of Internal Affairs and Administration. A permit may also be required for a Ukrainian entrepreneur to acquire shares in a Polish company if the company is already the owner or perpetual usufructuary of real estate in Poland. These restrictions do not, however, apply to investments in shares in listed companies.

Is there any way to avoid having to obtain this permit?
Yes. Businesses with their registered office in Poland or in another European Economic Area country are exempt from the obligation to obtain an MIAA permit to acquire real estate. In this case it is sufficient for the Ukrainian entrepreneur to open a single-member company in Poland or another EEA country before it acquires the real estate or shares in a company owning real estate; it will then be exempt from the obligation to obtain an MIAA permit. However, this does not apply to forest or agricultural land until May 2016.

Krzysztof Kowalczyk, legal counselor and partner at Domański Zakrzewski Palinka law firm
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