Cryptocurrency Licence in Poland

Cryptocurrency Licence in PolandIn 2014, Polish authorities refused to recognize bitcoin as a currency, however, stated that contracts based on its base index were fully-fledged financial instruments subject to common rules. Cryptocurrencies, although not defined by law, are not equated with fiat money, but are legally traded in the country. Mining, the purchase and sale of crypto means is recognized as not prohibited activity.

Since November 2021, the activity in the field of turnover of virtual assets has become a  regulated business in Poland. Companies engaged in such activities must undergo  state registration in a separate register of cryptocurrency enterprises and obtain an  appropriate license. The registration of entrepreneurs in the register is carried out in  accordance with the requirements set by the Polish legislation.

In that way, due to the growing popularity of virtual currencies, the physical signs of which are Bitcoin ATMs, Poland has become a jurisdiction where cryptocurrency businesses – mining, sales, and purchase of crypto assets – are regulated and supervised by the national authorities.

If you want to obtain a license for cryptocurrency in Poland, it will be useful to know that, starting from the end of October 2021, clients must be identified if transactions exceed the amount of 1000 EUR. Before that, the threshold was 15,000 EUR.

General provisions

The Polish financial market is generally supervised by the Polish Financial Supervision Authority which is responsible for ensuring effective functioning and development of the market as well as participates in the preparations of the draft legal acts created for the purpose of the financial market supervision.

Cryptocurrency businesses are now a separately regulated area, administered by the Tax Administration Chamber who keeps a register of crypto activities, titled 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 (cryptocurrency exchangers, cryptocurrency exchanges)
  • Exchange of virtual currencies for other virtual currencies
  • Provision and maintenance of accounts for virtual currencies (cryptocurrency wallets)
  • Virtual currency exchange services (brokerage services)

The register of cryptocurrency companies will be controlled by the Polish Ministry of  Finance. This registry 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 the new requirements and  pass the licensing procedure.

New crypto 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 the following initiatives:

Licensing process

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

1. Preparation and filing of documents for registration of the company in Poland:

  • Preparation of documents for remote registration
  • Payment of all State fees related to the registration of a legal entity
  • Preparation of initial declarations to the Revenue Service and the beneficiary register
  • Legal address and mailbox rental service for 1 year

2.  Obtaining a Polish tax number PESEL

You need a Polish tax number to submit an electronic application through the ePUAP government services platform.

The procedure includes:

  • Translation of a certified copy of the director’s passport under an apostille (if the document is certified by a foreign notary, and not at the Polish consulate) in Polish.
  • Courier dispatch of a document confirming receipt of the PESEL tax number to the client.

The terms for receiving PESEL are up to 30 days from the moment the client provides the original documents and also translations..

3. Application for a license, registration of the company in the register of organizations working in the field of cryptocurrency:

The following steps are underway:

  • Preparation of documents for entering the company into the register of organizations working in the field of cryptocurrency
  • Payment of state fees
  • AML procedure in Polish

The deadline for the Polish cryptocurrency company’s entry into the register is 14  days from the moment of signing the statement by the director of the company via  ePUAP. In case of questions from the registrar or lack of necessary documents, this  period may be extended.

Starting a company

In order to register your cryptocurrency project in Poland, it will be necessary to  register a company in Poland and the founders will need the following documents:

  • Giving a power of attorney to the lawyers of our company (in case of remote registration of the company)
  • A 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 the Virtual Currencies Company

The process of establishing a company for a cryptocurrency business in Poland is identical to the process of establishing a company for any other business. The most popular type of a crypto company in Poland is a Limited Liability Company (Sp z.o.o) which can be established by one or more shareholders who are all allowed to be foreign non-residents of Poland and who aren’t required to hire a local director. Depending on the provision of required documentation and institutional procedures, it may take several weeks to open a new company in Poland.

Key steps of opening a new Limited Liability Company in Poland:

  • Having a unique company name prepared for the registry
  • Drawing up a power of attorney in case of remote registration
  • Getting a notarised photocopy of the passport of the director/founder of the company with an apostille attached to it
  • Preparing the Deed of Formation (the founding documents for an Limited Liability Company must be prepared and signed in front of a Polish notary)
  • Registering local office premises is a prerequisite (the lease agreement will suffice to prove it), a virtual office might be an option too
  • Opening a corporate bank account in Poland
  • Transferring the authorised capital to the new account, the minimum of which is 5,000 PLN (approx. 1,084 EUR), which is subject to a 0,5% Civil Transaction Tax
  • Obtaining a REGON (statistical) number
  • Obtaining a NIP (tax identification) number
  • Applying for a VAT number
  • Submitting an application to register the company with the National Court Register (KRS); it will require such information as REGON number, NIP number and the application for the company’s registration with the Social Insurance Institution (the registration fee – 500 PLN (approx. 108 EUR), the consideration may take up to 7 days)
  • Appointing a Management Board of the company

Moreover, prior to registering with the Register of Virtual Currencies it’s imperative to demonstrate that the crypto company has designed a transparent and reliable framework of operations.

Requirements specific to a virtual currencies company:

  • A business plan must include documentation about hardware and software used for crypto business operations.
  • Internal processes for meeting AML/KYC standards and ensuring risk control must be established.
  • Hiring an AML officer who has to be neither a Polish citizen nor a resident of Poland; having relevant professional experience is a prerequisite.

It’s important to note that all of these documents must be submitted in Polish which means that non-Polish speakers and non-Polish document owners will need the services of a sworn translator.

Many obligations related to running a company in Poland can be performed online. If the company directors are foreign citizens without a Polish personal identification number PESEL, they can request it in case they wish to obtain a Trusted Profile allowing electronic signing of applications which will enable them to make use of online services for businesses.

Company directors and founders must meet the following requirements:

  • No criminal records – the law enforcement authorities should issue a certificate proving that the directors and founders were never convicted of criminal or tax offence against public institutions and local government, the administration of justice, the credibility of documents, property, economic turnover and property interests in civil law transactions, money and securities trading, or any offence committed for material or personal gain or an intentional fiscal offence.
  • Proven professional and/or academic financial experience – the directors and founders must demonstrate that they have at least 1 year of experience in the virtual currencies business; if this condition can’t be met, they have to attend a course covering legal and practical issues related to virtual currencies businesses.

Registration of the Polish company in the register of crypto-currency companies

As mentioned, a company does not need to obtain a crypto license in Poland for legal activities in the field of cryptocurrency, but register itself in the appropriate state commercial register.

The activities of Polish companies and individuals 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 129m – 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 Revenue  Authority 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 October 21, 2021 on the application for registration in the register of  activities in the sphere of virtual currencies and notification of the  suspension of this activity.
  • Activities in the field of virtual currencies are regulated activities and require registration in the registry.

List of companies and individuals who have received a cryptocurrency licence in Poland on 4.03.2022

The law on the basis of which a cryptocurrency license is issued in Poland.

Taxation of a Polish company

There is no crypto-specific tax, however cryptocurrency companies operating in Poland, depending on their legal structure, are subject to paying a variety of already existing taxes which in certain cases might be spared, considering that Poland has agreements on the avoidance of double taxation with more than 80 countries.

The most common taxes applicable to a Limited Liability Company in Poland include Corporate Income Tax, Personal Income Tax, VAT, Stamp Duty, Real Estate Tax and Excise Duty. Also, just like any other employer, a virtual currencies company, if employing individuals, is obligated to pay Social Insurance and Health Insurance contributions to the Polish government.

Standard tax rates in Poland:

  • Corporate Income Tax – 19% (if annual revenue doesn’t exceed 2 mill. EUR, a 9% rate applies)
  • Personal Income Tax – 17%-32% depending on the taxable income band
  • VAT – 23%
  • Dividends withholding tax – 19%

More information regarding taxation here.

COST OF CRYPTOCURRENCY LICENSE

PACKAGE «COMPANY & CRYPTO LICENSE IN POLAND»

9,900 EUR
THE PACKAGE OF «THE COMPANY AND CRYPTO LICENCE IN POLAND» INCLUDES:
  • 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.

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CONTACT US

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.

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