Polish Financial Supervision Authority (KNF)

The KNF is the central supervisor of the Polish financial market and the most relevant regulator for crypto-asset businesses once the Polish MiCA implementing framework is in force. The KNF already supervises banks, investment firms, payment institutions and electronic-money institutions under the existing sectoral regimes, which is relevant in particular to tokenised financial instruments, payment services and e-money tokens. The Polish implementing bill designates the KNF as the national competent authority for the remaining MiCA scope, including the authorisation and supervision of ART issuers, offerors and persons seeking admission to trading of other crypto-assets, and crypto-asset service providers. Until the implementing act enters into force, however, Polish MiCA authorisations for CASPs cannot be granted domestically. The legislative process remains ongoing and the final scope of the KNF’s MiCA-related powers is subject to the outcome of that process.

Other Relevant Authorities

The AML supervisory layer rests with the General Inspector of Financial Information (GIIF), within the Ministry of Finance, while the Director of the Tax Administration Chamber in Katowice maintains the Register of Activity in the Field of Virtual Currencies. Data protection falls to the Personal Data Protection Office (UODO). The Ministry of Finance is the policy author of the implementing legislation and of the crypto-asset tax regime. The National Bank of Poland is not designated as a supervisor of the crypto-asset market, but remains relevant to policy discussions on payment systems, stablecoins, monetary policy implications and any prospective digital zloty.

International Alignment

Polish supervisors operate in close alignment with the EU regulatory architecture. The KNF participates in the work of ESMA, EBA and the European Systemic Risk Board, including in relation to MiCA Level 2 and Level 3 measures. The AML framework is anchored in the FATF Recommendations through successive EU directives, the Transfer of Funds Regulation and the EU AML package adopted in 2024, including the creation of the new EU Anti-Money Laundering Authority (AMLA). International Organization of Securities Commissions (IOSCO) and Bank for International Settlements (BIS) standards influence the Polish approach primarily through EU-level legislation, supervisory convergence and guidance rather than through separate Polish soft law. The political controversy in Poland over the implementing act has been primarily about the scope of KNF powers, sanctions and regulatory burden, not about whether Poland should align with international standards.

Classification Under MiCA

From 30 December 2024, the primary classification of crypto-assets in Poland follows MiCA. The regulation distinguishes between asset-referenced tokens (ARTs), e-money tokens (EMTs) and other crypto-assets, a residual category that includes most utility tokens and unbacked cryptocurrencies. The pre-MiCA KNF position on the issuance and trading of crypto-assets, published in December 2020, remains relevant as interpretative guidance, particularly where a token may qualify as a financial instrument. Where a crypto-asset has the features of a financial instrument, MiCA does not apply and the existing securities and investment-services framework applies instead.

Three Regulatory Layers

Three overlapping regulatory layers govern crypto-assets in Poland: MiCA, which provides the EU-wide framework for the offering and admission to trading of crypto-assets and for the authorisation and supervision of crypto-asset service providers; the AML/CFT regime under the Polish AML Act, under which activity in virtual currencies has been a regulated activity requiring entry in the Register of Activity in the Field of Virtual Currencies, with VASPs treated as obliged institutions; and the financial-instruments framework, which applies where a token qualifies as a financial instrument rather than a MiCA crypto-asset.

Regulated Activities and Reserved Issuance

Under MiCA, regulated crypto-asset services include custody and administration, operation of a trading platform, exchange of crypto-assets for funds or other crypto-assets, execution of orders, placing of crypto-assets, reception and transmission of orders, advice, portfolio management and transfer services. Issuance of ARTs generally requires authorisation under MiCA, subject to the separate regime applicable to credit institutions, while the offering of EMTs is reserved to credit institutions and authorised electronic-money institutions.

Prohibited Activities and Retail Protection

Polish law does not impose a blanket prohibition on crypto-asset activity as such. Activities become prohibited where they are carried out without the authorisation, notification, white paper or registration required under the applicable regime. The third version of the Polish MiCA implementing bill, passed by the Sejm on 15 May 2026 and approved by the Senate, would introduce significant administrative and criminal sanctions for unauthorised activity, including unauthorised provision of crypto-asset services. The bill remains subject to the further legislative process and awaits presidential signature, and its final content may differ. MiCA also introduces enhanced protections for retail holders and clients, including rules on white papers, marketing communications, withdrawal rights and the provision of certain crypto-asset services.

Wrapper Does Not Change the Underlying Activity

Using a legal wrapper, such as an investment fund, does not change the regulatory characterisation of the underlying activity. If the fund, its manager or another entity performs a regulated crypto-asset service, offers crypto-assets, issues tokens or deals in tokens that qualify as financial instruments, the relevant MiCA, AML/CFT, payment-services or securities-law regime may still apply. The wrapper instead adds an additional layer of fund regulation, investor-protection rules, custody, valuation and disclosure requirements.

Polish Fund Framework

Polish investment funds operate under the Polish Act on Investment Funds and Management of Alternative Investment Funds, which implements the Undertakings for Collective Investment in Transferable Securities (UCITS) Directive and the Alternative Investment Fund Managers (AIFM) Directive. UCITS funds and Polish public open-ended funds cannot, in practice, take direct exposure to crypto-assets where those assets fall outside the eligible-assets framework. Indirect exposure through exchange-traded products (ETPs), structured products or other instruments may be considered only where the instrument itself is eligible under the applicable fund rules and the investment complies with diversification, liquidity, counterparty-risk and risk-management requirements.

Alternative Investment Structures

Polish specialised open-ended funds, closed-ended funds and alternative investment companies may be better placed to obtain exposure to crypto-assets, directly or indirectly, but only where this is consistent with the applicable statutory limits, constitutional documents, investment policy and risk-management framework. The manager remains responsible for valuation, liquidity management, custody arrangements, conflicts of interest, investor disclosures and regulatory reporting.

Operational Considerations for Managers

Funds and managers with crypto-asset exposure need to consider the fund’s investment policy, the regulatory classification of the asset, custody arrangements – including whether a MiCA-authorised CASP is required or appropriate for crypto-asset safekeeping and how this interacts with the statutory role of the fund depositary – valuation methodology under volatile market conditions, AIFMD risk-management requirements and investor disclosures. Managers should be prepared to document their assessment of the underlying technology, the regulatory status of the relevant assets and trading venues, custody and private-key arrangements, liquidity, valuation and investor-suitability considerations.

General Framework

Token issuance from Poland is legally possible, but since 30 December 2024 it must be assessed primarily under MiCA, together with securities law and AML/CFT rules where relevant. The absence of Polish MiCA implementing legislation has materially affected issuances requiring action by the Polish competent authority. ART issuers generally require authorisation from the national competent authority; in Poland that authority is expected to be KNF once formally designated by the implementing act, subject to the separate MiCA regime applicable to credit institutions. Until then, applicants for ART authorisation cannot submit applications domestically and may need to consider authorisation in another EU member state. EMTs may be offered only by credit institutions or authorised electronic-money institutions, subject to the applicable MiCA requirements.

White Paper Requirements

MiCA imposes mandatory white-paper requirements for public offers of crypto-assets and admissions to trading on EU trading platforms. The white paper must contain prescribed information about the issuer, offeror or person seeking admission to trading, the project, the crypto-asset, the rights and obligations attached to it, the underlying technology, the risks and the principal adverse impacts of the consensus mechanism on the climate and other environment-related matters. White papers for ARTs are subject to ex ante approval by the competent authority; white papers for crypto-assets other than ARTs and EMTs must generally be notified to the competent authority before publication but are not subject to prior approval. EMT white papers are subject to a separate MiCA regime applicable to credit institutions and electronic-money institutions.

Exemptions

For crypto-assets other than ARTs and EMTs, exemptions apply, in particular, to:

• offerings addressed to fewer than 150 persons per member state;
• offerings addressed solely to qualified investors;
• offerings with a total consideration in the EU below EUR1 million over 12 months; and
• certain utility tokens providing access to goods or services that already exist or are in operation.

Marketing Communications

Marketing communications must be clearly identifiable as marketing communications, fair, clear and not misleading, consistent with the white paper and include the required risk warnings. General advertising, consumer-protection and unfair-commercial-practices rules apply alongside MiCA.

MiCA Market-Abuse Framework

MiCA establishes a dedicated market-abuse framework for crypto-assets admitted to trading, or in respect of which a request for admission to trading has been made. Three categories of behaviour are prohibited: insider dealing, including trading on the basis of inside information or recommending or inducing others to trade; unlawful disclosure of inside information; and market manipulation, including transactions, orders or other behaviour that give, or are likely to give, false or misleading signals, secure the price at an abnormal or artificial level, or otherwise manipulate the market. MiCA also captures conduct specific to crypto-asset markets, including behaviour relating to the operation of the consensus mechanism where it is used to influence price or trading conditions.

Differences From MAR

The MiCA framework is modelled on the Market Abuse Regulation (MAR), but adapted to crypto-asset markets. The concept of inside information is framed for crypto-assets and their issuers, offerors, persons seeking admission to trading and CASPs, rather than for listed issuers alone. Public disclosure is also adapted to markets where there may be no traditional issuer infrastructure, and the market-manipulation prohibition expressly covers certain technology-layer behaviour, including consensus-mechanism conduct. This differs from the traditional securities regime, where inside information and market manipulation are linked to financial instruments admitted to trading on regulated markets, multilateral trading facilities (MTFs) or organised trading facilities (OTFs) and to the issuer-disclosure framework under MAR.

Polish Enforcement

In Poland, enforcement of the MiCA market-abuse regime will depend on the Polish implementing legislation designating KNF and setting out domestic supervisory powers and sanctions. Under the implementing bill in its current form, infringements may be sanctioned by KNF with administrative fines and may also give rise to criminal liability. The final scope of these sanctions remains subject to the outcome of the legislative process. Until the Polish implementing act is in force, the EU MiCA prohibitions apply directly, but the domestic enforcement architecture remains incomplete.

Financial Instruments

The classical securities-market abuse regime under MAR continues to apply where a crypto-asset qualifies as a financial instrument. In that case, enforcement is conducted under the Polish securities-law framework, including the Act on Trading in Financial Instruments and the Act on Public Offering, which carry their own administrative and criminal sanctions.

Historical Enforcement

Historical enforcement against the Polish crypto-asset sector has been driven primarily by AML/CFT and tax authorities, rather than by a dedicated financial-services supervisor. GIIF and the tax administration have monitored compliance with the AML regime and with the obligation to be entered in the Register of Activity in the Field of Virtual Currencies, maintained by the Director of the Tax Administration Chamber in Katowice. Administrative fines are available for carrying on virtual-currency activity without entry in the register, while significantly higher sanctions may apply for breaches of AML obligations. The Polish prosecution service has also pursued criminal proceedings in connection with crypto-asset-related fraud, money laundering, market manipulation and the dissemination of false information.

Expanded KNF Toolkit Under the Implementing Act

Once the Polish MiCA implementing act enters into force, KNF will have a substantially expanded enforcement toolkit. The third version of the bill, passed by the Sejm on 15 May 2026 and approved by the Senate on 21 May 2026, would introduce significant administrative and criminal sanctions for unauthorised crypto-asset activity, breaches of MiCA obligations and obstruction of supervision. It would also give KNF additional supervisory tools, including powers relating to public warnings, temporary restrictions on activity and domains used for activity in breach of MiCA. These powers, particularly domain-blocking and account-blocking mechanisms, have been among the central controversies of the legislative process and are likely to be closely scrutinised in practice. The specific calibration of these sanctions and powers may change as the legislative process continues.

Cross-Border Enforcement and Outlook

Cross-border enforcement is supported by the MiCA co-operation framework, EU supervisory channels involving the European Securities and Markets Authority (ESMA), European Banking Authority (EBA) and, in the AML area, the Anti-Money Laundering Authority (AMLA), and by mutual-legal-assistance and information-exchange mechanisms in criminal and tax matters. Once the implementing act enters into force, KNF is expected to move from a transitional posture to active supervision and enforcement. Until then, the Polish framework remains predominantly AML/CFT- and tax-focused, complemented by criminal enforcement in cases involving fraud, money laundering or other general offences.

Parallel Regulatory Gateways

Two parallel regulatory gateways are relevant. Under MiCA, any person providing one or more crypto-asset services in the EU on a professional basis must generally be authorised as a CASP, unless it falls within one of the limited exemptions, benefits from the transitional regime or is otherwise permitted to provide certain crypto-asset services under MiCA without a separate CASP authorisation. Separate authorisation is required for issuing ARTs, while EMTs may be issued only by authorised credit institutions and electronic-money institutions. Under the Polish AML Act, business activity in virtual currencies has been treated as a regulated activity requiring entry in the Register of Activity in the Field of Virtual Currencies. Following the application of MiCA, that register is primarily relevant to the transitional position of existing Polish VASPs, while the AML/CFT obligations themselves continue to apply to CASPs.

Territorial Scope and Third-Country Firms

MiCA applies on a single-market basis. A firm providing crypto-asset services in the EU must be authorised in one member state and may, by way of notification, provide services in other member states. The home member state is generally linked to the place where the applicant has its registered office and effective management. A firm materially targeting Polish clients without authorisation in any member state will be in breach of MiCA and exposed to enforcement in Poland. Third-country firms may provide services to EU clients only where the service is provided at the client’s own exclusive initiative; ESMA interprets this reverse-solicitation exemption narrowly. Where a non-EU entity is effectively managed from Poland or uses Polish-based management and infrastructure to service EU clients, this may point to a need to establish an authorised EU entity and obtain a MiCA authorisation, rather than relying on a third-country structure.

Transitional Regime

The MiCA transitional regime allows entities that were lawfully providing crypto-asset services under national law before 30 December 2024 to continue doing so until 1 July 2026 or until they receive, or are refused, a CASP authorisation, whichever is sooner. Member states may shorten this 18-month window; Poland has not done so. The successive Polish bills and the KNF position confirm that the transitional regime applies to entities entered in the Register of Activity in the Field of Virtual Currencies on 30 December 2024. During the transitional period, Polish VASPs continue to operate under the national AML regime and cannot use the MiCA passport. Given the uncertain timing of the Polish implementing legislation, the practical situation of these entities after 1 July 2026 – should the implementing act not be in force by that date – remains a live regulatory concern. The KNF position of February 2026 confirmed this approach in the context of the absence of a designated competent authority for crypto-asset supervision in Poland.

Application Package

The CASP authorisation package under MiCA, supplemented by the ESMA Regulatory Technical Standards and Implementing Technical Standards, is comprehensive and covers, among other things, identification of the applicant, governance and internal controls, ICT-security and business continuity, prudential safeguards, fit-and-proper assessments of senior management, qualifying shareholders, AML/CFT policies, client-asset safekeeping, and conflict-of-interest arrangements.

Substance and Local Presence

MiCA requires a CASP to have its registered office in a member state in which it provides at least part of its crypto-asset services, its place of effective management in the EU, and at least one director resident in the EU. In practice, KNF is likely to expect sufficient substance, decision-making capacity and operational presence in Poland where Poland is the home member state, including locally accessible senior management and control functions such as compliance, AML, risk management, ICT security and internal audit, whether performed internally or through properly controlled outsourcing. Reliance on outsourcing, including to non-EU service providers, does not relieve the CASP of regulatory responsibility.

Prudential Safeguards

CASPs must hold prudential safeguards at all times in an amount at least equal to the higher of:

• the permanent minimum capital requirement applicable under MiCA; and
• one quarter of the fixed overheads of the preceding year.

The permanent minimum capital requirement amounts to:

• EUR50,000 for the lower-risk services (advice, portfolio management, execution of orders, reception and transmission of orders, placing of crypto-assets and transfer services);
• EUR125,000 for custody and administration of crypto-assets and exchange services (in addition to the class 1 services); and
• EUR150,000 for the operation of a trading platform (in addition to all class 2 services).

Prudential safeguards may consist of own funds, an insurance policy or comparable guarantee meeting MiCA’s requirements, or a combination of these. The fixed-overheads calculation must follow MiCA and the applicable accounting framework, with only the deductions expressly permitted by MiCA.

Supervisory Fee and Timeline

The Polish implementing bill provides for an annual supervisory fee modelled on fees levied on other supervised entities; the exact methodology and cap have varied materially across successive drafts of the bill, and have been one of the central points of disagreement between the government and the Office of the President. The final calibration of the fee will depend on the outcome of the ongoing legislative process and should be verified against the act ultimately entering into force. Under MiCA, the competent authority has 25 working days to determine whether an application is complete and a further 40 working days to assess a complete application, subject to limited possibilities to suspend the period for additional information. In practice, applicants should allow for a materially longer supervisory engagement, including pre-application preparation and parallel work to align AML/CFT, ICT, governance and prudential arrangements with KNF’s expectations.

Change-of-Control Regime Under MiCA

MiCA establishes a change-of-control regime for CASPs modelled on the equivalent regimes applicable to credit institutions, investment firms and electronic-money institutions under EU sectoral legislation. Any natural or legal person, or persons acting in concert, intending to directly or indirectly acquire a qualifying holding in a CASP, or to further increase such a holding, must give prior notification to the home-state competent authority.

Notification Thresholds and Assessment Criteria

A qualifying holding is a direct or indirect holding representing 10% or more of the capital or voting rights, or any holding allowing significant influence over the management of the CASP. Notification is also required where an existing qualifying holding would reach or exceed 20%, 30% or 50%, or where the CASP would become a subsidiary of the proposed acquirer. The competent authority assesses the proposed acquisition against criteria including the reputation of the proposed acquirer, the reputation, knowledge, skills and experience of the persons who will direct the CASP’s business after the acquisition, the financial soundness of the proposed acquirer, the ability of the CASP to comply with MiCA on an ongoing basis and the absence of money-laundering or terrorism-financing concerns. The standard assessment period is 60 working days from acknowledgement of receipt of the complete notification.

Polish Enforcement

Under the Polish implementing bill as currently drafted, the change-of-control regime would be enforced by KNF, which may oppose the proposed acquisition where the statutory criteria are not met. Acquisitions completed without the required notification, or despite an opposition by KNF, may be subject to civil and administrative consequences, including restrictions or suspension of voting rights attached to the holding. The final scope of these enforcement powers remains subject to the outcome of the legislative process. Sectoral change-of-control rules continue to apply where the CASP holds a parallel authorisation, for example as a credit institution, investment firm or electronic-money institution.

Single Passport for CASPs

MiCA establishes a single-passport regime for CASPs authorised in their home member state. A Polish CASP wishing to provide services in another member state, whether through the free provision of services or through a branch, would submit a notification to KNF, which transmits it to the host-state competent authority. The CASP may commence services upon receipt of confirmation that the communication has been made to the host authority, or at the latest 15 calendar days after submitting the passport notification to the home-state authority. The passport covers only the crypto-asset services for which the CASP has been authorised in Poland and cannot be used to extend the scope of authorisation. Parallel passporting mechanisms apply to ARTs and EMTs.

Polish Position

The value of a Polish passport depends on Poland completing its implementing legislation: until KNF is formally designated as the competent authority, no Polish MiCA authorisation can be granted and the passporting mechanism cannot be invoked from Poland. Given the continuing legislative uncertainty, the date on which a Polish passport will become available remains unclear. Polish entities seeking to operate cross-border in the meantime have to consider authorisation in another EU jurisdiction. CASPs authorised elsewhere in the EU may passport into Poland by notifying their home-state competent authority, without prejudice to Polish rules of general application.

Host-State Rules

Host member state rules of general application – including consumer protection, advertising, tax, data protection and language requirements – continue to apply where relevant. AML/CFT obligations will primarily follow the applicable EU AML framework and the CASP’s home-state supervision, although Polish AML rules may be relevant where the CASP has a Polish establishment or otherwise falls within the territorial scope of the Polish AML Act.

Marketing into Poland Under MiCA

Marketing of crypto-asset services into Poland is governed primarily by MiCA. EU-authorised CASPs may market their services to Polish clients on the basis of a passport notification. Third-country firms cannot actively market crypto-asset services to clients in the EU; the only narrow exemption is reverse solicitation under Article 61 of MiCA, where a Polish client initiates the relationship at their own exclusive initiative, without prior solicitation. ESMA’s Guidelines of February 2025 construe this exemption narrowly. Solicitation is understood broadly and may include direct or indirect promotion, including through affiliates, influencers, sponsorships, online campaigns, apps or EU-facing websites. The exemption applies only to the specific service or crypto-asset requested by the client, and not to follow-on offerings of other types of crypto-assets or services. Disclaimers or pre-completed “reverse solicitation” templates cannot override the factual nature of the engagement.

Marketing Communications and Supervision

Within Poland, marketing communications about crypto-assets must be fair, clear and not misleading, clearly identifiable as marketing communications, consistent with any applicable white paper, and include the prescribed risk warnings. KNF may act against misleading communications through its general investor-protection and supervisory tools and, once the Polish implementing act enters into force, is expected to receive additional powers relating to public warnings and domains used for activity in breach of MiCA. Polish advertising, consumer-protection and unfair-commercial-practices laws apply alongside MiCA, and consumer-protection enforcement may be carried out by the Office of Competition and Consumer Protection (Urząd Ochrony Konkurencji i Konsumentów or UOKiK). Polish-language requirements may apply to consumer-facing information under general Polish law.

Influencer Marketing

Influencer marketing is a particular area of practical risk. UOKiK has issued recommendations on the labelling of commercial content in social media and has treated undisclosed sponsorships as an enforcement priority. In the crypto-asset context, this overlaps with KNF’s long-standing warnings about communications targeted at retail clients and the risks of speculative crypto-asset products.

No Bespoke Polish Exemptions

There are no specific Polish exemptions from the marketing-restriction regime beyond those provided in MiCA itself. Reverse solicitation is available, but should be treated as a narrow factual exception rather than as a structural market-entry strategy.

White-label solutions are not a recognised way to circumvent the requirement for MiCA authorisation. Any person providing crypto-asset services in the EU on a professional basis must be authorised as a CASP, regardless of any branding or “powered by” arrangement. A white-label model may be viable only where the licensed CASP remains the actual provider of the regulated service and the white-label partner does not itself perform regulated crypto-asset services.

Where a CASP outsources operational functions to a third party, the outsourcing must comply with MiCA’s outsourcing requirements. The CASP retains full regulatory responsibility, supervisory access must not be impaired, and the outsourcing must not materially increase operational risk or undermine the quality of internal control. Branding arrangements must also be transparent: structures that obscure the identity of the regulated provider, mislead clients as to who is providing the service, or allow an unlicensed partner to carry out regulated activity may give rise to regulatory and consumer-protection consequences.

DeFi Permitted in Principle

Decentralised finance (DeFi) is not prohibited in Poland. Polish residents may interact with decentralised protocols and there is no general restriction on the use of such applications. The regulatory question is instead whether the relevant activity falls within the perimeter of MiCA or another regulated regime. Recital 22 of MiCA indicates that crypto-asset services provided in a fully decentralised manner without any intermediary should fall outside MiCA. Conversely, where crypto-asset services are provided only partly in a decentralised manner, MiCA may still apply. The regulation does not define “fully decentralised” in its operative provisions, and the threshold remains fact-sensitive.

Decentralisation as a Matter of Substance

EU supervisory authorities treat decentralisation as a matter of substance rather than label. The EBA and ESMA joint report of January 2025 analyses DeFi as a spectrum and highlights the relevance of identifiable intermediaries, governance arrangements, control rights, front-end operation, upgrade mechanisms, admin keys and other residual control points. As a result, DeFi structures with identifiable operators, maintainers, front-end providers, governance participants or other persons exercising material influence may fall within MiCA or other regulatory frameworks, depending on the services actually provided.

CeFi Firms Interacting With DeFi

Centralised finance firms in Poland may interact with DeFi protocols in connection with the services they offer, but they remain responsible for the regulated service provided to clients. A CASP using a DeFi protocol to execute client orders, source liquidity, provide staking or lending exposure, or support custody-like arrangements must consider MiCA authorisation, client-asset safeguarding, conflicts of interest, outsourcing, operational resilience, disclosure and conduct-of-business requirements. AML/CFT obligations continue to apply to client onboarding, transaction monitoring and sanctions screening, including under the EU travel rule where applicable.

No Dedicated Legal Form

There is no dedicated legal form for decentralised autonomous organisations (DAOs) or DeFi structures under Polish law. In their pure form, DAOs exist as smart contracts on a distributed ledger and have no legal personality, registered office or statutory form. Where a DeFi project requires legal identity – for example to contract with service providers, hold intellectual property or treasury assets, interact with regulated counterparties, employ or engage contributors, or operate a user-facing interface – a legal wrapper is typically used.

Choice of Wrapper

Polish-led DeFi projects commonly rely on ordinary corporate or foundation structures, either in Poland or abroad. The choice of wrapper depends on the project’s risk profile, tax position, governance model, investor expectations and the role the entity is intended to play, such as treasury holder, contracting party, protocol developer, front-end operator or governance facilitator.

Substance and Capital

There are no DeFi-specific substance or capital requirements under Polish law. The applicable requirements are those of the chosen legal wrapper. In practice, the level of substance should reflect the wrapper’s role: passive treasury vehicles may require limited substance, while front-end operators or entities interacting with regulated counterparties need appropriate management and controls.

Regulated Activity Through DAO Governance

Where the wrapper or any associated person provides crypto-asset services on a professional basis, issues or offers regulated tokens, operates a regulated trading venue or otherwise carries out regulated financial activity, the relevant MiCA, AML/CFT, securities-law or payment-services regime may apply. DAO governance does not relieve an identifiable regulated entity, operator or service provider of its compliance obligations.

Three Potential Liability Paths

There is no Polish case law definitively addressing the liability of participants in a DAO or other DeFi structure for harm caused by the protocol. Three liability paths may be available depending on the facts. Where a legal wrapper exists, claims may be brought against the wrapper under contract or tort. Where there is no wrapper but an identifiable individual or group acts as a de facto operator – for example by developing, deploying, maintaining or controlling the protocol or its user-facing interface – tort liability may be pursued against that individual or group under the Polish Civil Code. In exceptional cases, where token holders or contributors have acted together in a manner comparable to an unregistered civil-law partnership (spółka cywilna), exposure under partnership-type rules cannot be excluded, although this analysis has not yet been tested by Polish higher courts.

Regulatory Enforcement to Date

Polish regulators have not, to date, taken public enforcement action specifically against a DeFi protocol or DAO participants. Enforcement in the crypto-asset sector has so far focused mainly on AML/CFT compliance, tax issues, fraud, money laundering and other general offences, often in centralised-platform contexts.

Payments in Crypto-Assets Are Not Prohibited

Crypto-assets are not legal tender in Poland; the Polish zloty is legal tender, but parties may contractually agree to settle obligations in crypto-assets.

Regulatory Perimeter

Intermediation of crypto-asset payments on a professional basis is likely to require CASP authorisation under MiCA, with cumulative obligations under the EU e-money framework where e-money tokens are involved. Fiat payment services remain regulated under the Polish Act on Payment Services transposing Payment Services Directive (EU) 2015/2366 (PSD2). Reform of PSD2 through the PSD3/Payment Services Regulation package is expected to recalibrate the interface between fiat payment services and e-money and crypto-asset (in particular stablecoin-based) payment arrangements.

Substance Over Technology

Tokenised assets and real-world asset tokens are regulated in Poland by reference to the legal nature of the underlying asset or right, rather than by reference to the technology used to record or transfer it. If a token represents or gives rights equivalent to a financial instrument – for example a security, unit in a collective investment undertaking or derivative – the existing securities and investment-services framework applies. If the token does not qualify as a financial instrument, ART or EMT, it may fall within the residual category of “other crypto-assets” under MiCA.

No Dedicated Tokenisation Regime

Poland does not have a separate, comprehensive tokenisation regime. As a result, tokenisation projects are usually structured under existing legal frameworks, such as securities law, company law, fund regulation, contract law or property-law arrangements, depending on the asset being tokenised. The use of blockchain does not, by itself, change the legal nature of the underlying asset or remove the need to comply with the rules that would apply to the same asset in non-tokenised form.

Key Legal Issues

The key legal issues are classification, title to the underlying asset, enforceability of token-holder rights, custody, settlement, transfer restrictions, investor disclosure and regulatory perimeter analysis. For that reason, the legal architecture of the structure is generally more important than the technology used to record or transfer the token.