Crypto Licence in Poland
Since November 2021, virtual asset turnover has become a regulated business in Poland. Companies engaged in such activities must be registered with the State in a separate register of cryptocurrency enterprises and obtain an appropriate licence. Registration of entrepreneurs in the register is carried out in accordance with the requirements established by the Polish legislation.
Thus, due to the popularity of virtual currencies, the physical features of which are bitcoin ATMs, Poland has become a jurisdiction where cryptocurrency business – mining, selling, and buying cryptographic assets – is regulated and controlled by national authorities.
If you want to get a licence for cryptocurrency in Poland, it will be useful to know that from the end of October 2021 customers need to be identified if transactions exceed the amount of 1000 EUR. Before that, the threshold was 15,000 euros.
Poland crypto licence
The Polish financial market is generally controlled by the Polish Financial Supervision Authority, which is responsible for ensuring the efficient functioning and development of the market, and also participates in the preparation of draft legal acts created for the purpose of supervision of the financial market.
The cryptocurrency business is currently a separately regulated area, administered by the Tax Administration Chamber, which maintains a register of crypto activities, called the Register of Virtual Currencies.
The requirements for obtaining a cryptocurrency license and registration in a special registry apply to Polish companies providing the following services:
- Exchange of virtual currencies for fiat money (crypto-currency exchangers, crypto-currency exchanges)
- Exchange virtual currencies for other virtual currencies
- Providing and maintaining accounts for virtual currencies (cryptocurrency wallets)
- Virtual currency exchange services (brokerage services)
The register of cryptocurrency companies will be controlled by the Ministry of Finance of Poland. This register was activated on November 1, 2021. Companies that have carried out activities in the field of virtual currencies in Poland before November 1 have an additional 6 months to adapt the business to new requirements and pass the licensing procedure.
New cryptographic companies in Poland, which will be registered after November 1, 2021, must undergo a registration procedure in the registry before starting activities.
Crypto companies operating in Poland are supported by some authorities:
- Blockchain and New Technology Chamber of Commerce representing the interests of the industry in accordance with applicable Polish legislation;
- The Innovative Hub, where the Supervisory Authority consults with Fintech and also provides virtual sandboxes to support the development of new Fintech startups.
Poland is part of the European area and, in addition to national regulations, EU regulations are taken into account in licensing. The country is part of the Schengen area, and the requirements of the European Union Directive will need to be met in order to enter the European market. Therefore, to issue a license for cryptocurrency exchange «with a perspective», you will need:
- To register a Polish company with «physical» office (nominal legal address is not enough) – non-residents will fit closed and open companies with limited liability, SP z.o.o and SA
- Open a bank account and deposit the authorized capital – at the time of registration pay 100%
- Recruit staff and directors with financial expertise and education
- To prepare a business plan for several years in advance, documentation on technical and software tools used for exchange operations
- Draw up AML/KYC compliance policies, internal registers, control regulations, etc.
STAGES OF OBTAINING A CRYPTOCURRENCY LICENSE IN POLAND
- Preparation and filing of documents for the registration of the company in Poland:
- Preparation of documents for registration remotely
- Payment of government fees related to the registration of a legal entity
- Preparation of primary declarations for the Inland Revenue Service and the registry of beneficiaries
- Legal address and mailbox rental for 1 year
- Obtaining the Polish tax number PESEL
You need a Polish tax number to submit an electronic application via the ePUAP government service platform.
This procedure includes:
- Translation of a certified copy of the director’s passport under the apostille (if the document is certified by a foreign notary and not by the Polish Consulate) into Polish.
- The courier sends the client a document confirming receipt of the PESEL tax number.
Deadline for receipt of PESEL – up to 30 days from the moment of submission by the client of the original documents, as well as translations.
- Application for a license, registration of a company in the register of organizations working in the field of cryptocurrency:
The following steps needs to be undergone:
- Preparation of documents for inclusion in the register of organizations working in the field of cryptocurrency
- Payment of government fees
- AML procedure in Polish
The deadline for entering the Polish cryptocurrency into the register is 14 days from the moment of signing the statement of the director of the company via ePUAP. In case of questions of the system or lack of important documents, it may be extended.
STARTING A COMPANY
In order to register your cryptocurrency project in Poland, it will be necessary to registe the company in Poland, and the founders will need the following documents:
- Granting of power of attorney to the lawyers of our company (in case of remote registration of the company)
- Notarized copy of the passport of the director/ founder of the company
- Several variants of the desired company name
A company registered in Poland can obtain a license for the exchange of cryptocurrencies. The most acceptable option is a limited liability company, where the financial obligations of shareholders are limited only to the amount of invested funds. The process of registering a new entity looks like this:
- Identification of the types of transactions that a local company intends to undertake.
- The choice of the most optimal organizational and legal form, depending on the nature of the proposed operations and their volume.
- Gathering information about the founders, beneficiaries and managers of the company.
- The choice of a legal address for the future company.
- Opening of a bank account for the entry of the minimum amount of the authorized capital, which is payable at the time of opening the company (depends on the selected organizational and legal form).
- Preparation of constituent and registration documents.
- Collection and submission of a package of documents for consideration to the State Registrar with the subsequent state registration.
- Company registration for tax and employment purposes.
- Obtaining additional licenses.
Requirements for companies dealing with crypto currencies
The process of creating a company for the crypto-currency business in Poland is identical to the process of creating a company for any other business. The most popular type of crypto company in Poland is a limited liability company (Sp z.o.o), which can be established by one or more shareholders, who are allowed to be foreign non-residents of Poland and who are not obliged to hire a local director. Depending on the availability of the necessary documentation and institutional procedures, it may take several weeks to open a new company in Poland.
The main steps for opening a new limited liability company in Poland:
- Preparation of a unique company name for the registry
- Drawing up a power of attorney in case of remote registration
- Receipt of a notarized photocopy of the passport of the director/founder of the company with an apostille attached to it
- Preparation of the act of establishment (constituent documents of a limited liability company must be prepared and signed before a Polish notary)
- Registration of local office space is a prerequisite (lease agreement will be enough to prove it), a virtual office can also be an option
- Opening a corporate bank account in Poland
- Transfer of authorized capital to a new account, at least 5000 zlotys (ca. 1084 EUR), which is taxed 0.5% by Civil Transaction Tax
- Obtaining a REGON (statistical) number
- Obtaining the NIP number (tax identification)
- Application for VAT number
- Application for registration of the company in the National Judicial Register (KRS); this will require such information as the REGON number, NIP number and application for registration of the company in the Institute of Social Insurance (registration fee – PLN 500 (ca. 108 EUR)may take up to 7 days)
- Company Board Appointment
In addition, before registering with the Register of Virtual Currencies, it is necessary to demonstrate that a cryptographic company has developed a transparent and reliable structure of operations.
Requirements for the virtual currency of the company:
- The business plan should include documentation of the hardware and software used for cryptographic business operations.
- Internal processes must be established to comply with AML/KYC standards and ensure risk control.
- Recruitment of an anti-money-laundering officer who must be neither a Polish citizen nor a resident of Poland; relevant professional experience is a prerequisite.
It is important to note that all these documents have to be submitted in Polish, which means that non-Polish speaking and non-Polish speaking document holders will require the services of a sworn translator.
Many of the company’s management obligations in Poland can be performed online. If the company’s directors are foreign nationals without a Polish personal PESEL ID number, they can request it in case they want to obtain a trusted profile allowing for the electronic signing of applications that will allow them to use online business service.
Directors and founders of companies must meet the following requirements:
- Absence of criminal record – law enforcement agencies must issue a certificate confirming that directors and founders have never been convicted of a criminal or fiscal offence against state institutions and local authorities, for the administration of justice, for the reliability of documents; property, economic turnover and property interests in civil transactions, trade in money and securities, as well as in any offence committed for the purpose of obtaining material or personal benefit, or a deliberate financial offence.
- Proven professional and/or academic financial experience – directors and founders should demonstrate that they have at least 1 year of experience in virtual business currencies; if this condition cannot be fulfilled, They should be trained in legal and practical issues related to virtual currency enterprises.
REGISTRATION OF THE POLISH COMPANY IN THE REGISTER OF CRYPTO-CURRENCY COMPANIES
As mentioned, a company does not need to obtain a cryptocurrency license in Poland for legitimate cryptocurrency activities, but to register with the appropriate state business register.
The activities of Polish companies and persons involved in cryptocurrency are regulated by the Chamber of Tax Administration in Katowice, Poland.
Legal basis of the register of activities in the sphere of virtual currencies:
- Articles 129-129z of the Act of 1 March 2018 on combating money-laundering and the financing of terrorism.
- Resolution of the Minister of Finance, Funds and Regional Policy of 25 October 2021 on the appointment of a body of the National Tax Administration to perform the tasks of the body competent to maintain a register of activities in the field of virtual currencies.
- Resolution of the Minister of Finance, Funds and Regional Policy of 21 October 2021 on the filing of an application for registration in the register of activities in the sphere of virtual currencies and the notification of the suspension of this activity.
- Virtual currency activities are regulated and require registration in the registry.
TAXATION OF A POLISH COMPANY
There is no special cryptocurrency tax, but crypto companies operating in Poland, depending on their legal structure, are liable to pay various already existing taxes, which in some cases can be saved, considering that Poland has double taxation agreements with more than 80 countries.
The most common taxes applied to limited companies in Poland are corporate income tax, income tax, VAT, stamp duty, real estate tax and excise duty. In addition, like any other employer, a virtual currency company, if employing individuals, is obliged to pay social insurance and health insurance contributions to the Polish government.
Basic tax rates in Poland:
- Corporate income tax – 19% (if the annual income does not exceed 2 million. Euro, applied rate 9%)
- Personal income tax – 17%-32% depending on the taxable income range
- VAT – 23%;
- Tax on dividends – 19%
More information regarding taxation here.
COST OF CRYPTOCURRENCY LICENSE
PACKAGE «COMPANY & CRYPTO LICENSE IN POLAND»
- Creation or purchase of a ready-made company in Poland
- Preparation of legal documents of the company
- Assistance in employment of director/KYC/AML employee and information of the State Social Insurance Fund
- Rent a legal address in the business centre for 1 year
- Overview of the business model and structure of the Cryptocurrency Company
- Assistance in opening a bank account for cryptocurrency companies
- KYC/AML Procedural Rules and Procedures
- Preparation of notifications, forms and supporting documents for submission to the Chamber of Tax Administration of Katowice
- Payment of State Fees for Registration of a Company
- Payment of State Licensing Fees for Application for a Cryptocurrency Licence
- General consultation (5 hours)
** Creating a company and obtaining a cryptocurrency licence can be carried out completely remotely without visiting Poland.
At the moment, the main services of our company are legal and compliance solutions for FinTech projects. Our offices are located in Tallinn, Vilnius, and Warsaw. The legal team can assist with legal analysis, project structuring, and legal regulation.