UIA SEMINAR Budapest – Hungary March 26-27, 2010 Date of the session: 27 March 2010 FOREIGN DIRECT...
-
Upload
dylan-pope -
Category
Documents
-
view
218 -
download
0
Transcript of UIA SEMINAR Budapest – Hungary March 26-27, 2010 Date of the session: 27 March 2010 FOREIGN DIRECT...
UIA SEMINAR
Budapest – Hungary
March 26-27, 2010
Date of the session:27 March 2010
FOREIGN DIRECT INVESTMENTS
„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 [email protected]
© UIA 2009
BASIC INFORMATION ABOUT POLANDTotal 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%
CurrencyExchange Rate
Złoty (PLN, zł)1EUR = 4,1PLN1USD = 2,9PLN
Average Monthly Pay 903 EUR
Unemployment Rate 10,8%
The Most Recent Data
2
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)
3
Poland became a member of the European Union on 1 May 2004.
On 21 December 2007 Poland joined the Schengen Area.
Poland in European Union
The next stage of integration will be joining the Monetary
Union and the adoption of the Euro as the official currency of
Poland.≈2013
4
Project Trends Analysis
Average No of Projects: 268Source: FDI Intelligence from Financial Times Ltd.
6
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
The basic Acts regulating business activity in Poland
7
Business Entities in Poland
8
BUSINESS ENTITIES IN POLAND
SOLE TRADER
PARTNERSHIPS COMPANIESCOOPERATIVESFOUNDATIONS
OTHERS
LIMITED LIABILITY COMPANY
GENERAL PROFESSIONALLIMITED
PARTNERSHIP
LIMITEDJOINT-STOCKPARTNERSHIP
JOINT -STOCKCOMPANY
REPRESENTATIVEOFFICE
EUROPEANCOMPANY
(SE)
B.E.ORGANISA
-TIONAL UNITS
BRANCHOFFICE
STATE-OWNEDENTERPRISE
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:
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:
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
9
Limitations on The Freedom of Business Activity: ConcessionsConcession:
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;
10
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:
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
11
Limitations on The Freedom of Business Activity: Regulated 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:
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
Polish law provides 29 types of regulated business activities.
12
Acquisition of Real Estate by ForeignersThe Act of 24th March 1920 on Purchase of Real
Estate by ForeignersAs 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:
natural persons not having Polish nationality legal persons not having their registered offices in Poland 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.
13
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.
About Privatisation
14
PrivatisationDefinition 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.
15
Privatisation procedures
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
The shares owned by the State Treasury may be transferred in the following manner:
* 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.
16
Poland is an Attractive Place to Invest
In the EU 2007-2013 financial framework Poland may benefit
from a substantial financial support.
Highly-qualified workers and well-educated specialists.
In 2012 Poland and Ukraine are organising The European Football
Championships.
Convenient location
A 38 million consumer market.
Strong economy
Freedom of business activity
Constant econokmic growth
17