Consent of the Minister of Interior and Administration
Under the Act on Acquisition of Real Estate by Foreigners of 24 March 1920, in certain situations it is necessary for a foreigner to obtain a permit in order to acquire shares in a Polish company or to acquire an enterprise or organised part of an enterprise.
The competent authority for issuance of a permit under the act is the Minister of Interior.
Transactions requiring a permit from the Minister of Interior
A permit from the Minister of Interior is generally required for a transaction involving:
- acquisition or taking up of shares by a foreigner in a commercial company with its registered office in Poland, or any other transaction involving the shares, when the company is the owner or perpetual usufructuary of real estate in Poland, and:
- as a result of the transaction the company will become a “controlled company” (i.e. controlled by a foreigner), or
- the company is a controlled company but the shares will be acquired by a foreigner who is not already a shareholder of the company; or
- direct acquisition by a foreigner of real estate or perpetual usufruct of land in Poland:
- as part of the acquisition of an enterprise or organised part of an enterprise, or
- through universal succession in connection with merger or division of commercial companies.
For purposes of the Act on Acquisition of Real Estate by Foreigners, a “foreigner” is defined as:
- a natural person without Polish citizenship
- a legal person with its registered office outside Poland
- a company of such persons without legal personality, established under foreign law
- a legal person or commercial company without legal personality (i.e. partnership) with its registered office in Poland, controlled directly or indirectly by the persons or companies referred to above.
Acquisition of shares by a foreigner in violation of the act is invalid.
No obligation to obtain permit
The obligation to obtain a permit does not apply to foreigners who are citizens or undertakings from:
- member states of the European Economic Area, or
except for the case of direct acquisition of agricultural or forest land, for which the obligation for these persons to obtain a permit has been maintained until 1 May 2016.