Banking & Finance 2024 Comparisons

According to the forecasts of the European Commission, Poland’s GDP growth is expected to rebound in 2024, supported by strong private as well as public consumption, while the trade balance is expected to hold back growth. This should help the local loan markets expand. As per the National Bank of Poland data as at Q3 2024, the volume of corporate deposits has fallen, while credit activity to corporates has rebounded.

Inflation is projected to be tamed to approximately 4% (YoY) in 2024 and 2025, with price pressures still applying due to rising domestic demand, labour costs, and gradual unfreezing of energy prices, while the government’s defence and social spending are still delaying fiscal consolidation. To this end, Polish banks forecast that interest rates in the baseline scenario should remain stable in Poland, while cuts in the Eurozone continue.

Consequently, the authors are seeing positive activity in almost all pockets of the loan markets.

Although the global M&A market’s struggles with obstacles such as high interest rates, political uncertainty and valuation challenges resulted in a limited number of transactions in the first half of the year, Q3 2024 has already seen an uptick, and a further increase in M&A activity is expected in Q4 2024.

Russia’s ongoing invasion of Ukraine has impacted the Polish loan market over the last year. The conflict created economic uncertainty, making some investors from Asia and USA more risk-averse, leading to their exit of the Polish market. Banks became more cautious in their lending practices, scrutinising borrowers’ financial standing more closely and prioritising borrowers with strong credit histories and a stable financial situation. This resulted in stricter eligibility criteria and lower loan-to-value ratios. The uncertain economic environment led borrowers to prefer shorter-term loans to avoid being locked into high interest rates for extended periods. The authors have also observed that the real estate market and some investments operating closer to the Polish/Ukrainian border have suffered slightly.

On the other hand, the proximity of an open war to the Polish border has forced the Polish government to massively boost its planned defence spending – in 2024, Poland is set to spend the equivalent of 4.12% of its GDP on defence, which is the highest level among NATO members (more than double the 2% target set within NATO). This, in turn, has resulted in the Polish government setting up an Armed Forces Support Fund – a fund operated by the Polish state development bank, BGK. The Fund raises proceeds through (among other things) bond issuances and credit facilities, adding to the types of sovereign lending transactions seen in the Polish market.

Project finance is generally not impacted by the conflict, however projects have been extended due to broken supply chains (in particular relating to delivery of wind turbines, gear boxes, solar panels, etc). The authors have also observed that some lenders are more cautiously looking at the material adverse change clause in the loan agreements and trying to link it explicitly with the outbreak of war. When the first individual wayward Russian/Ukrainian projectiles entered Polish airspace (and sometimes hit Polish soil), there was heightened caution from international lenders as to whether to continue to proceed with ongoing deals, but that has since normalised.

In the long term, Poland is counting on the opportunity of export finance to Ukraine as part of the reconstruction after the war and in particular the participation of Polish banks or Polish investors in general in that process.

Although according to Debtwire par data, overall high-yield issuance in Europe was up (by value) in the first and second quarters of 2024 compared to 2023, the market in Poland has been relatively quiet.

The authors are aware of at least two Polish corporates either being approached by investment banks and/or already trying to tap the high-yield bond markets for large refinancings, but a placement made by a Polish issuer is yet to be seen in 2024.

The increased availability of alternative credit providers in Poland, as described in 1.4 Alternative Credit Providers, together with lenders willing to participate in large loan syndicates, may have added to this effect.

The Polish loan market is experiencing significant growth in alternative credit providers, which is reshaping financing terms and structures. Poland’s private debt market could reach PLN9.2 billion in a pessimistic scenario and PLN16.9 billion in an optimistic one by 2030, with a baseline projection of PLN14.3 billion, according to a Strategy& report.

Alternative credit providers, such as private debt firms, play a crucial role in this evolution by offering bespoke financial solutions and introducing competitive alternatives to traditional banks.

In the project finance area, traditionally dependent on long-term project finance with loan tenors of 15–18 years, the sector now faces high interest rates and elevated WIBOR, prompting a shift to more flexible and innovative financing solutions. This shift is largely driven by the rise of alternative credit providers, which offer diverse financial instruments tailored to various stages of project development.

Construction bridge, mini-perm, Pre-Ready-To-Build (pre-RTB) financings and, in the case of the RES sector, grid deposit financings, are becoming increasingly popular. These structures provide liquidity and strategic interim solutions, addressing the unique needs of projects without the constraints of traditional financing models.

In corporate financings and acquisition finance, there is also a notable increase in the number of deals involving private debt lenders, within different structures, including senior, unitranche, second lien and “TLC” solutions. Private lending is appealing to corporate borrowers in particular where there is a more aggressive growth plan over the life of the financing, or the leverage levels are too challenging for bank lenders.

Other banking techniques common on the Polish market include various types of facilities that allow lenders to meet the diverse needs of the borrowers.

• Revolving credit facilities – a flexible solution to maintain liquidity by allowing the borrower to draw, repay and again redraw funds as needed up to a limit pre-agreed with the lender; particularly useful for businesses with fluctuating cash flows.
• Bridge loans – temporary, short-term financing used to cover the borrower’s immediate cash needs until regular long-term financing is secured; helps to avoid disruptions in operations and seize time-sensitive opportunities.
• Overdraft facilities – usually a short-term loan taken out by withdrawing more funds than available in the borrower’s account, up to a pre-arranged limit; helps borrowers manage unexpected expenses, timing mismatches, and temporary cash shortfalls.

In addition to the above, capital may be raised through issue of bonds making funds accessible for borrowers with a lower credit rating and projects with a higher risk (which usually involves a higher cost of financing).

Banks also offer the following trade finance instruments, which can be either as a stand-alone instrument or accompany loan financing (especially long-term).

• Letter of credit issued to secure the borrower’s payment obligation, usually reducing the available commitment under a facility agreement. It enhances the borrower’s creditworthiness and reassures counterparties in commercial transactions.
• Performance guarantee providing coverage of potential loss in case of a contractor’s failure to satisfy contract performance.

The Polish market continues to see a gradual rise in the number of sustainability-linked lending deals within various sectors.

Polish lenders are happy to take on the role of SLL co-ordinator, with specialised units functioning within their institutions that are already experienced in helping borrowers structure relevant KPIs and SPTs within the applicable regulatory framework.

SLL provisions are based on the LMA standard principles, which have been broadly accepted and also introduced in Polish law and Polish language facility agreements.

“Green loans” are also being extended, which require borrowers to use the loan proceeds for a particular green project.

In Poland, credit loan facilities (kredyt) fall under regulated banking activities, restricted to licensed entities: Polish banks, foreign banks, foreign credit institutions and, in some cases, credit unions. Foreign banks and institutions can operate in Poland directly or through local branches. To operate as a Polish bank, an entity must obtain two licences from the Polish Financial Supervision Authority (KNF): one to establish a bank and another to commence banking activity. These licences are interdependent and expire if operations don’t begin within a year.

Licensing requirements include personal qualifications for management, a minimum initial capital of EUR5 million (with limits on non-cash contributions), and technical infrastructure to safeguard deposits. Branches of foreign banks must meet similar requirements.

Certain financial activities, like trading on regulated markets, brokerage, and electronic money issuance, also require KNF licenses, as do pension funds. Unauthorised banking activities face penalties, including fines up to PLN20 million and imprisonment.

Polish law distinguishes between regulated credit loan facilities, limited to authorised entities, and other loan facilities (pożyczka), which fall under general commercial law. Non-banking entities can grant loans under the Polish Civil Code and conduct specific financial services, like leasing and factoring, without a special licence.

In terms of restrictions on providing loans, different criteria apply to lenders entering into loan agreements (umowa pożyczki) and those entering into credit agreements (umowa kredytu).

Granting loans as a business activity is in general not subject to any specific certification or registration requirements. An exception is lending in the form of consumer loans. Starting from 1 January 2024, the Polish Anti-Usury Act introduced certain new requirements for lending institutions on the Polish consumer loan market as well as their supervision by the KNF.

The provision of credit loans, on the other hand, is a regulated activity in Poland. Pursuant to the Polish Banking Law, a banking licence obtained from the KNF is mandatory for both domestic and foreign lenders. This requirement results directly from the rules of European law (Article 8 of Directive No 2013/36/EU (CRD IV)).

For newly established entities, Polish law recognises a two-stage banking licence. The first licence must be obtained to establish a bank and the second one to undertake activity. The Banking Act specifically regulates the content of the relevant applications and proceedings before the KNF.

Foreign lenders established and operating in a state which is not a member state of the EU or a member of the European Economic Area may carry out banking activities in Poland only via branch offices or representative offices. It is mandatory for such foreign lenders to obtain a licence from the KNF. In the process of creating a branch office, two separate KNF licences are required: (i) a licence to establish a branch of a foreign bank and (ii) a licence to commence the operations of a branch of a foreign bank. The branch office may only pursue the same activity and business profile as its head office. Jointly, all organisational units of the foreign lender in Poland are considered as the branch office.

In general, receiving security or guarantees by foreign lenders is not legally restricted or impeded compared to local entities. However, please note that:

• for the purpose of registering a registered pledge in the register of pledges, it is required to indicate an address for service in Poland; and
• financial pledges may be established exclusively for the benefit of certain entities listed in the Polish Act on Specific Financial Collateral, including banks, credit institutions, investment companies and financial institutions.

Poland enforces certain foreign exchange controls under its Foreign Exchange Law, despite a general freedom for foreign exchange transactions. These restrictions include the following.

• Residents sending funds to third countries to start or expand businesses, including purchasing property, unless related to specific contracts or promotional activities.
• Non-residents from third countries transferring short-term debt securities or financial rights, except when acquired domestically.
• Residents investing directly or indirectly in third-country entities, such as shares, fund units, short-term securities, and rights transferred by non-residents.
• Residents transferring short-term debt securities or financial rights abroad, unless permitted.
• Residents opening accounts in third-country banks, limited to a brief duration post-stay or activity.
• Financial settlements related to the above activities, unless a permit is not required.

These restrictions do not affect exchanges through Polish-supervised entities like banks. Additionally, Polish courts can adjudicate payments in foreign currencies under finance documents but may exercise discretion in doing so.

While Polish law does not impose strict restrictions on how borrowers use loan proceeds, there are some general limitations which should be noted.

Provisions of Loan Agreements

Lenders often include a “purpose clause” specifying the intended use of funds. Deviating from this clause can constitute an event of default and lead to termination of the loan agreement.

Loan agreements may include covenants that restrict the borrower’s financial actions, such as limitations on taking on additional debt or making certain investments.

General Legal Principles

Borrowers cannot use loan proceeds in a way that defrauds creditors. This includes transferring assets to avoid repayment or participating in transactions aimed at hindering or delaying payments to creditors.

Borrowers must comply with anti-money laundering and counter-terrorism financing regulations. This means they cannot use loan proceeds for illegal activities or to facilitate money laundering.

Syndicated credit agreements are expressly recognised under Article 73 of the Banking Law. The concept of a facility agent is also well-recognised and commonly used in Poland in syndicated loan transactions. The LMA standard itself is widely adopted in the Polish market, especially for larger and more complex financings.

While Polish law does not have a direct equivalent of the common law trust and does not allow appointment of a trustee or security trustee, it offers alternative mechanisms to achieve a similar effect in financing transactions. A comparable outcome can be achieved by appointing a facility agent and a security agent based on the parties’ arrangements in the facility agreement or intercreditor agreement.

These agents act as representatives of the lenders, with their duties and responsibilities clearly defined in the finance documents. The security agent can hold and manage most types of security under Polish law, such as mortgages (taking on the role of the mortgage administrator pursuant Article 682 of the Act on Land and Mortgage Registers and on Mortgages), registered pledges, and security assignments. However, some security interests, such as civil and financial pledges, and voluntary submission to enforcement, must be established separately for each lender (unless, for instance, an English law parallel debt structure is introduced in the finance documents).

Importantly, it is also possible to use a security agent or trustee structure under common law finance documents.

Loan transfer mechanisms in Poland are primarily governed by the Polish Civil Code. The main mechanisms include the following.

Legal Assignment

Legal assignment is the most common method of a loan transfer. As a general rule, a creditor may, without the debtor’s consent, assign its receivables due from the debtor, unless such assignment violates:

• a contractual prohibition (pactum de non cedendo) – eg, the lender and the borrower agreed that is not permitted to transfer the loan to certain types of entities;
• statutes – eg, with respect of the right of first refusal; or
• the nature of the obligation – a general clause which applies specifically to claims that are strictly personal or accessory in nature – eg, a claim against a guarantor.

The accessory security interest associated with the loan is typically transferred along with the receivable. However, certain additional requirements apply to:

• a mortgage – transfer of mortgage requires an entry in the land and mortgage register to become legally effective. This may take several months and therefore create a period of uncertainty where the loan isn’t fully transferred; however the risks involved are already well recognised on the Polish market;
• a registered pledge – the transfer of a registered pledge becomes effective from the date of registration of the assignee in the register of pledges. Unlike mortgages, registering a new pledgee only determines when the security transfer takes effect, not the actual assignment of the underlying debt; and
• assignment by way of security – this is a special type of security resulting from the general principle of civil law governing freedom of contract. The agreement should be drawn up with a certified date if the security transfer is to be effective in the event of the borrower’s insolvency.

Debt Assumption

Debt assumption takes place when a third party assumes the borrower’s obligations under the loan agreement. This also generally requires consent from the lender. The security usually remains in place, but the new debtor would be bound by its terms. Restrictions related to the transfer of accessory security interests described for legal assignment apply accordingly.

Novation

In Polish law, the practice loan transfer is generally not made by way of novation (ie, creating a new contract between the borrower and the new lender assuming the rights and obligations of the original lender) as this mechanism requires, among others, new security interests to be established.

There are no specific Polish law provisions prohibiting debt buyback by the borrower or the sponsor.

The LMA standard options of either full prohibition of buybacks or limited permissibility with sponsor affiliate disenfranchisement mechanics are commonly used.

The Polish law relating to public tenders requires certain types of proof of the certainty of funding, in the form of one of the following instruments:

• blocking of funds in the account of the buyer;
• blocking of shares for which a liquid market exists, as defined in Article 2(1)(17)(b) of Regulation (EU) No 600/2014 of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending Regulation (EU) No 648/2012 (OJ EU L 173, p. 84, as amended);
• blocking of bonds issued by the State Treasury, another member state, or a country that is an OECD member state, deposited in an investment account;
• bank guarantee;
• insurance guarantee; and
• bank suretyship.

In practice, bank guarantees are most commonly seen (in order to fulfil the statutory obligations), with an acquisition facility either refinancing the utilisation of such bank guarantee or being used in the first place (with the bank guarantee released).

Recent legal updates have led to changes in standard legal documentation for project finance and loans.

• Electronic signatures – the eIDAS Regulation (EU No 910/2014) in Poland equates qualified electronic signatures (QES) with handwritten ones. For legal recognition, the signature must be created via a qualified device and be based on a certified provider. Electronic signatures allow documents to be signed remotely, which is beneficial for multi-jurisdictional project finance deals. Unlike other EU countries that accept simple and advanced electronic signatures (SES and AdES), Poland typically requires QES for validity. This often necessitates adjustments for non-Polish signatories or resorting to traditional signatures.
• Electronic time stamp – Polish notaries certify the existence and integrity of specific documents for enforceability and validity, essential in bankruptcy proceedings. The eIDAS Regulation’s qualified electronic stamp provides equivalent certification, simplifying transactions and reducing costs.

Polish law provides for a maximum rate of interest, applicable regardless of the choice of law, overriding any contractual arrangement. The maximum rate may not exceed twice the amount of statutory interest (as determined generally by the National Bank of Poland) per year.

As at the date of preparing this practice guide, the maximum rate is 18.5% (in case of capital interest) and 22.5% (in case of default interest).

Default interest for a breach of obligations other than payment obligations is similar to liquidated damages, which the courts can intervene to lower if it is unreasonably high or the borrower has substantially met their commitments.

In Poland, while financial contracts can generally be disclosed, banking secrecy requirements under Polish Banking Law limit the sharing of information obtained through banking operations. This principle prohibits banks from disclosing transaction-related information except to the involved person or under specific circumstances allowed by Polish or EU law (such as DAC 6 reporting or the Market Abuse Regulation).

Banking secrecy binds the bank and its employees, with violations leading to administrative penalties, civil or criminal consequences. The borrower is the beneficiary of this confidentiality and may permit disclosures to specific third parties, but this consent must be in writing and specify the information and recipients.

This confidentiality poses challenges in secondary loan trades, especially with distressed loans, as borrowers cannot pre-emptively release banks from secrecy obligations for unspecified third parties. Instead, banks must wait until a loan is classified as “lost receivables” before trading it, at which point secrecy is lifted by law.

Poland imposes a 20% withholding tax (WHT) on interest paid to non-resident lenders, with certain exceptions and reductions.

• Tax treaties – double tax treaties may reduce or eliminate WHT, particularly for bank loans from foreign banks. Eligibility depends on the lender’s country of residence.
• Documentation requirements – to apply reduced WHT rates or exemptions under a treaty, the payer must hold the recipient’s tax residence certificate and, for CIT exemptions, a statement confirming the recipient’s tax status, ownership share, and beneficial ownership of the interest.
• Due diligence – the payer must ensure the applicability of reduced WHT rates or exemptions.
• Pay and refund – for payments over PLN2 million per recipient annually, WHT is withheld at standard rates, and a refund can be requested.

Additionally, taxpayers or remitters may request a tax authority opinion to confirm exemptions on payments like dividends, interest or royalties.

In general, stamp duties and other fees related to establishing and registering security interests in Poland are relatively low and are not a primary concern in cross-border transactions. Specific types of fees include those listed below.

Loan agreements are typically subject to a 0.5% tax on civil law transactions (TCLT), the liability for which rests with the borrower. Notwithstanding the foregoing, numerous exemptions are provided for within the law, including an exemption for loans extended by foreign entities, which is frequently applied, thereby mitigating the financial impact of this tax.

In terms of security interests, stamp duties do not apply or are minimal.

In addition to the above, loan transactions, depending on their structure, may result also in legalisation fees, translation costs, notarial fees, search fees in case of obtaining official certificates and enforcement fees.

EU Financial Institutions

Loan agreements with foreign lenders operating as EU financial institutions are generally not subject to any additional taxes, duties or charges in Poland.

Non-EU Financial Institutions

Loans extended by foreign lenders that are not EU financial institutions may potentially attract Polish tax on civil law transactions (TCLT) at a rate of 0.5%, payable by a borrower. However, as indicated in 4.2 Other Taxes, Duties, Charges or Tax Considerations, certain exemptions are provided, including an exemption for loans extended by foreign entities.

DAC6-related Obligations

Cross-border financing transactions may necessitate reporting to the relevant tax authorities pursuant to Council Directive (EU) 2018/822 (known as “DAC6”), which seeks to provide tax administrations with timely notification of potentially aggressive tax arrangements with specific characteristics. Under certain circumstances the taxpayer bears the primary responsibility for mandatory reporting under DAC6, notwithstanding the involvement of intermediaries in the transaction.

Lenders in Poland have access to a wide range of assets that can be used as collateral to secure loans. The exact scope depends on the assets held by the borrower(s) and the type of financing granted. Assets typically fall into the following categories:

• real estate – common for larger loans, includes land, buildings, and other immovable property;
• movable assets – this category encompasses a variety of assets, such as manufacturing or business equipment, vehicles, tools, inventory and major plant, such as gas turbines;
• financial instruments – in particular ownership stakes in companies (shares), bonds and other securities;
• receivables – most often bank accounts, insurance and leases; and
• intellectual property – in particular patents, trade marks and copyrights.

Polish law also allows for a floating charge over an enterprise which will commonly cover all movable assets and rights of the security provider intended for business activity.

The most common forms of security used in Poland are the following.

Mortgage

Establishing a mortgage generally requires a statement from the owner in the form of a notarial deed, a statement from the lender (in whose favour the security is established) in a form with signatures certified by a notary and registration in the land and mortgage register kept by the relevant local court for the encumbered real property. The process of registration may take several months, and the entry is subject to a court fee of the PLN equivalent of approximately EUR50. The notarial fee is considered by the notary on a case-by-case basis, depending on the factual and legal situation, but may not exceed the maximum rates set by law.

Registered Pledge

A registered pledge may be established over movable property as well as transferable property rights, except for rights that may be the subject of a mortgage, receivables on which a mortgage has already been established and seagoing vessels or vessels under construction that may be subject to a maritime mortgage.

Establishing a registered pledge requires a written agreement between the pledgee and the pledgor, and registration in the register of pledges kept by the relevant local court. The process of registration may take several weeks, and the entry is subject to a court fee of the zloty equivalent of approximately EUR50.

Additionally, as a perfection requirement, establishment of the registered pledge has to be notified to the debtor of the pledged receivable (in the case of a pledge over a receivable) or to the company and/or broker keeping the securities account and revealed in the share register (in the case of a pledge over shares).

Financial Pledge

A financial pledge may be established over funds, shares and financial instruments exclusively for the benefit of certain entities listed in the Polish Act on Specific Financial Collateral, including banks, credit institutions, investment companies and financial institutions.

Establishing a financial pledge requires a written agreement, but no registration is needed. The perfection requirements applicable to registered pledge apply accordingly.

Civil Law Pledge

A civil law pledge may be established over the same types of assets as a registered pledge.

Establishing a civil law pledge requires a written agreement with signatures certified by a notary, but no registration is needed. The perfection requirements applicable to a registered pledge apply. The notarial fees are not substantial.

Security Assignment

Receivables, claims or intellectual property rights may be assigned by way of security.

Security assignment requires a written agreement with the date certified by a notary, but no registration is needed.  As a perfection requirement, the debtor of the transferred claim usually has to be notified of the assignment and provide acknowledgement of assignment. The notarial fees are not substantial.

Polish law allows for establishment of a registered pledge over the enterprise which – as a type of a floating charge – will cover all movable assets and rights of the security provider that are regularly replaced in the course of business. Such pledge will not, however, extend to real properties and may be somewhat narrower than a floating charge in other jurisdictions.

Moreover, a mechanism in Polish law that may function similarly to a floating charge, especially for existing and future receivables, is legal assignment.

Polish law generally allows for downstream, upstream, and cross-stream guarantees, although there are certain limitations and restrictions to consider.

Downstream Guarantee

These are generally unrestricted in Poland. A parent company may typically guarantee the obligations of its subsidiary without major legal obstacles.

Upstream Guarantee

This type of guarantee is subject to stricter scrutiny due to the potential for conflicts of interest and the risk of being considered a constructive dividend (a hidden distribution of profits).

General restrictions are usually examined in more detail by the courts and relate to:

• the benefit to the subsidiary – the subsidiary must demonstrate a clear benefit from providing the guarantee, which may be direct (eg, securing a crucial supply contract for the subsidiary) or indirect (eg, contributing to the overall financial health of the group);
• the arm’s length principle – the terms of the guarantee must be on an arm’s length basis, meaning they should be similar to those that would be agreed upon between independent parties; and
• the shareholder approval – in some cases, shareholder approval may be required for the subsidiary to issue an upstream guarantee.

Cross-Stream Guarantee

The same considerations and restrictions that apply to upstream guarantees generally apply to cross-stream guarantees.

Addressing Credit Support Issues

When facing limitations in providing the above guarantees, the entities can explore alternative credit support mechanisms, such as obtaining a third-party guarantee from, for instance, a bank or insurance company, or establishing other types of security interests recognised under Polish law.

In Poland, restrictions on financial assistance apply to joint stock companies (spółki akcyjne). With respect to limited liability companies (spółki z ograniczoną odpowiedzialnością), the limitations on financial assistance are of a general nature and result from the limits of contractual freedom, and the prohibition of reimbursing contributions made to shareholders and the disbursing company assets to cover share capital.

Generally, Polish joint stock companies may not grant loans, provide security, make advance payments or otherwise directly and/or indirectly finance the acquisition of their own shares unless certain specific requirements are met. Financial assistance may be provided:

• on arm’s length terms – specifically with respect to interest received by the company and security established in favour of the company for loans granted or advances made, and after examining the solvency of the debtor; 
• in exchange for a fair price;
• from reserve capital – financing is possible only if the company has previously created reserve capital for this purpose; and
• based on and within the scope of a previously adopted shareholder resolution.

An agreement executed in violation of the financial assistance rules (ie, not involving the whitewash procedure) would be deemed invalid.

Nevertheless, transactions forming part of the day-to-day activity of financial institutions or involving employees of a company or its affiliates are exempt from the whitewash requirements. This does not apply, however, to the need to establish reserve capital.

Other restrictions on the granting of security may result from the following elements.

Corporate Authorisations and Approvals

Depending on a company’s articles of association and, as a rule, the significance of the guarantee or security to be provided, additional corporate approval (a resolution of the shareholders, the supervisory board or the management board) may be required. In some cases, obtaining the relevant consent follows directly from the law – eg, sale and lease of an enterprise or its organised part as well as establishing a limited property right thereon require a shareholders’ resolution under the Polish Commercial Companies Code.

Third-Party Consents

If a company has existing loan agreements, these agreements may contain restrictions on granting further guarantees or security without the consent of the existing lenders. Respectively, if the company already acts as a guarantor for other obligations, those guarantee agreements may restrict the company’s ability to grant further guarantees without consent from the beneficiaries of the existing guarantees.

Articles of Association

Certain limitations (eg, on a disposal of shares or assets) or additional requirements (eg, as to the prescribed form of the underlying agreement establishing security) may result from the company’s articles of association.

Claw-Back Risk

Certain transactions with related parties or those below market value executed in the period preceding the declaration of bankruptcy (ie, during a “hardening period”) may be reversed or modified to protect creditors.

As a rule, security is released in the form of a release statement signed by the lender, pursuant to which the lender irrevocably and unconditionally releases the debtor from all claims arising under or in connection with the finance documents, as well as agreeing to remove all the security interests established by the debtor. Such statement typically requires written form and is acknowledged by the relevant obligor.

From a legal perspective, while the expiry of the primary obligation inherently extinguishes the related accessory security interests, specific procedures may be necessary to formally discharge and remove them from the relevant records. In particular, the discharged mortgage and discharged registered pledge should be removed from the land and mortgage register and the register of pledges kept by the relevant local court, respectively.

In case of security assignment of non-accessory securities, the assigned rights should be re-assigned to the assignor, which is usually also included in the release statement.

In market practice, a release statement typically covers additional elements, such as consent to revoke submissions to enforcement and the obligation to return powers of attorney or physical security instruments to their issuers.

Under Polish law, security interests generally follow a “first in time, first in right” rule, with priority based on the creation date, but some exceptions apply.

• Registration – for mortgages and registered pledges, priority is set by the registration date.
• Possession – for unregistered pledges, priority depends on when the lender took possession.
• Special priority – certain claims, such as tax and employee claims, may take precedence over other security interests.
• Title transfer – unconditional assignment transfers ownership to the assignee, preventing re-assignment.

If multiple interests have the same priority, proceeds are divided proportionally.

• Subordination – contractual subordination is common, allowing creditors to rank their security interests through agreements, often seen in syndicated loans. These agreements generally hold in borrower insolvency, though exceptions include:
1. claw-back – transactions with related parties or below-market transactions before bankruptcy may be reversed.
2. legal limits – subordination provisions conflicting with insolvency law may not be upheld.

Intercreditor agreements further define lender rights and priorities in complex financing.

Priming liens are security interests that are created by operation of law, without the need for a specific agreement between the parties. They can pose a challenge to lenders as they may be “prime” or take priority over a lender’s contractual security interest:

• tenant’s property pledge – to secure the rent and additional services with which the tenant is in default for not more than a year, the owner has a statutory right of pledge on the tenant’s movable property brought into the object of lease;
• tax lien – the tax authorities have a lien over a taxpayer’s assets to secure payment of outstanding taxes; and
• employee claims – in the event of insolvency, employees have a preferential claim over the employer’s assets for unpaid wages and other benefits.

In general, a secured lender can enforce its collateral when the borrower defaults on its loan obligations. This typically occurs when the borrower fails to make payments as agreed or breaches other material terms of the loan agreement. Security documents usually introduce specific conditions for the initiation of enforcement proceedings – these commonly include the occurrence (and continuation) of an event of default, and/or acceleration of the loan, rendering the entire outstanding debt immediately due and payable.

As a rule, each form of security may be enforced in judicial enforcement proceedings involving court proceedings, obtaining an enforceable court judgment and engaging a public bailiff who will seize the encumbered assets and liquidate them.

In the case of certain forms of security, Polish law allows for several out-of-court enforcement mechanisms, in particular:

• registered pledges – these can be enforced via (i) asset ownership transfer (at an agreed foreclosure value), (ii) public auction, or (iii) enterprise receivership/lease;
• financial pledges – enforced through asset ownership transfer, extrajudicial sale, or set-off for bank accounts; and
• security assignment – allows redirecting payments from assigned contracts or selling assigned rights. In bank account assignments, the assignee may exercise the debtor’s rights, including fund withdrawals.

Choice of a Foreign Law

Polish courts will usually apply the law which has been chosen by the parties to govern the contract. The application of foreign law is subject to the usual restrictions under the Rome I and Rome II Regulations. In particular, pursuant to the Rome I Regulation, (i) the choice of governing law shall not prejudice the applicability of the mandatory rules of a country with which all elements relevant to the situation at the time of the choice are connected, (ii) the choice of a governing law does not exclude that the courts may give effect to mandatory rules of the laws of another country with which the dispute has a close connection, if and so far as, under the laws of that country, those rules must be applied, regardless of the law chosen, and (iii) the parties’ choice of a governing law may be refused if manifestly incompatible with the public policy (ordre publique) rules of Polish law.

Submission to a Foreign Jurisdiction

In any proceedings in Poland for the enforcement of a finance document, the submission to the jurisdiction of the foreign courts will be recognised and given effect to. However:

• agreeing to the jurisdiction of a foreign court does not override Polish laws that grant exclusive authority to local courts. Polish courts have exclusive jurisdiction over, among others, issues related to real estate located in Poland, dissolution of Polish legal entities and ruling over the validity of their decisions. Foreign court jurisdiction cannot also concern labour law issues (unless agreed upon after a dispute commences), agreements with consumers domiciled in Poland, or insurance matters; and
• the jurisdiction of Polish courts cannot be waived by an agreement if it allows only one party to take legal action in foreign court.

Waiver of Immunity

Except for instances where such immunity is generally extended under Polish law, no individuals or companies are exempt from legal proceedings such as lawsuits, asset seizures, or other legal actions in Poland. Most commonly, the immunity from seizure in enforcement proceedings is granted pursuant to the Polish Code of Civil Procedure with respect to, among others, essential household items, supplies of food and fuel, social assistance benefits, certain farming inventory and equipment, equipment of a medical institution, etc. The provisions of the Polish Labour Code also impose limitations on the seizure of a worker’s salary.

In circumstances where such immunity is granted, waiver of that protection is generally not permitted.

Judgment Given by a Foreign Court

A valid judgment issued against a Polish obligor by a competent court of another EU member state in connection with the enforcement of a finance document and duly certified by such court to be final and enforceable would be recognised by Polish courts in accordance with the European Council Regulation (EC) No 1215/2012, dated 12 December 2012 on Jurisdiction and the Recognition and Enforcement of Judgments in Civil and Commercial Matters.

A judgment obtained in the courts of a country other than an EU member state would be recognised and enforced by Polish courts pursuant to the Polish Code of Civil Procedure.

The recognition of a judgment may be denied, and its enforceability withdrawn if:

• it is clearly against Polish public policy;
• the judgment was given without the defendant’s appearance, or they were not properly informed of the proceedings in time to prepare a defence, unless they did not challenge the judgment when it was possible for them to do so;
• it conflicts with a judgment made in Poland between the same parties;
• it conflicts with an earlier judgment from another EU member state or a third country involving the same parties and cause, provided that the earlier judgment meets the recognition criteria in the addressed member state; or
• it violates Poland’s exclusive jurisdiction rules.

Arbitral Award

Subject to compliance with the 10 June 1958 New York Convention on the Recognition of Enforcement of Foreign Arbitral Awards, an arbitral award obtained in an arbitration proceeding will be recognised by the Polish courts without re-examination or re-litigation of the matters thereby adjudicated pursuant and subject to the provisions and exceptions set out in the Polish Code of Civil Procedure.

The jurisdiction of the Polish courts to review the merits of an arbitral award is circumscribed. Such review is limited to assessing conformity with the fundamental principles of the legal order of the Polish law (ordre publique). This constitutes an exceptional and infrequently invoked ground for refusing to enforce an arbitral award.

The execution, performance, and enforcement of a loan or security agreement by any foreign lender do not necessitate any licensing, authorisation, or other entitlement to conduct business in Poland under the applicable law. There are only a few technical requirements that need to be met while establishing or enforcing security:

• to register a pledge in the Polish Register of Pledges established in favour of a foreign lender, such lender (or any foreign pledgee) must have a designated address for correspondence in Poland (in practice, foreign lenders usually indicate the addresses of their Polish legal advisers);
• official documents issued in certain jurisdictions (eg, notarised powers of attorney, excerpts from business registers) will need to be certified by an apostille or legalised to be admissible in Polish court proceedings; and
• all documents drawn up in foreign languages must be submitted in Polish courts (or to Polish notaries and bailiffs) together with sworn translations into Polish.

Upon a declaration of bankruptcy, any court or administrative court proceedings concerning the bankruptcy estate may only be initiated and conducted by or against the appointed receiver.

In terms of enforcement proceedings, any proceedings commenced before the declaration of bankruptcy are automatically suspended on the date of the bankruptcy declaration. These proceedings will be legally terminated once the bankruptcy ruling becomes final and cannot be appealed.

After a declaration of bankruptcy, no new enforcement proceedings may be initiated against any portion of the bankruptcy estate.

Lenders also need to be aware of the Banking Law provisions regarding the mandatory obligation to allow the borrower to submit a restructuring proposal in the case of any non-payment under a credit facility agreement before the lender is authorised to terminate the facility agreement.

In restructuring proceedings (described in more detail below), there are also certain limitations as to the permissibility of terminating credit facility agreements and enforcing lenders’ rights.

Creditors’ claims are satisfied according to a strict order of priority established by law.

Secured creditors are afforded preferential treatment, and their claims are satisfied first from the proceeds of the encumbered assets, net of liquidation and bankruptcy administration costs. Creditors with mortgages or pledges are satisfied according to the ranking of their security.

Once secured claims have been settled, the remaining assets are distributed to unsecured creditors according to a four-tier classification system.

The first category includes employee claims, comprising outstanding wages, benefits and certain statutory liabilities.

The second category includes outstanding tax liabilities and social security contributions.

Interest accrued on higher-ranking claims, together with fines and penalties, constitute the third category.

Finally, the fourth category, which is assigned the lowest priority, includes shareholder loans (and certain other instruments payable to shareholders and their affiliates, which are reclassified as shareholder loans if made within a certain period pre-bankruptcy) and certain deferred payments made to the insolvent company.

Although it may take approximately three months from the date of filing for bankruptcy to the declaration of bankruptcy, the procedure following the declaration of bankruptcy may take several years before the creditors are satisfied.

There is no reliable data available on the average value of creditors’ recoveries in bankruptcy proceedings. The recovery level will vary depending on several factors, in particular the value of the enterprise of the debtor, the orderly manner of its liquidation (in particular, an expedited liquidation through a pre-packaged sale of the debtor’s enterprise may maximise the recovery level for the creditors) or competition between creditors.

Polish Restructuring Law provides for four types of restructuring procedures which are available to insolvent debtors (or, in the case of remedial proceedings, debtors threatened by insolvency).

Subject to certain exceptions, restructuring proceedings may be initiated by the debtor in order to reach an arrangement (composition) with all its creditors whose claims are by operation of law covered by the arrangement.

Arrangement Approval Proceedings (postępowanie o zatwierdzenie układu)

This is the quickest, simplest and most efficient restructuring procedure. It is conducted without the court’s involvement by a licensed arrangement supervisor. The supervisor is chosen by the debtor. This procedure requires minimal formalities. However, it is available only if the sum of disputed claims does not exceed 15% of the total claims, and an application to approve an arrangement reached by the debtor and its creditors must be filed within four months from the date on which the arrangement date is published. Additionally, a restructuring plan must be prepared. A stay of enforcement applies within the four-month period referred to above, and may be prolonged if the application to approve an arrangement is filed.

Accelerated Arrangement Proceedings (przyspieszone postępowanie układowe)

This procedure is more formalised than the arrangement approval proceedings, however it is the fastest of all court-supervised restructuring procedures. Similar to the arrangement approval proceedings, the sum of disputed claims in this procedure may not exceed 15% of all claims. It is initiated by a court order issued after an appropriate application has been submitted. The court should process the application within seven days. The court appoints a supervisor who will prepare a restructuring plan and notifies the creditors of the creditors’ meeting. The creditors vote on the arrangement proposals at the meeting, which must then be approved by the court. In terms of the debtor’s right to manage its business during the proceedings, the commencement of the accelerated arrangement procedure does not, in principle, deprive the debtor of the ability to exercise management over the business. Only in some cases may the court revoke the debtor’s self-administration and appoint an administrator. The initiation of accelerated arrangement proceedings grants the debtor protection from creditors’ actions. As of the commencement date, enforcement proceedings related to claims covered by the arrangement are suspended, and new enforcement actions in relation to such claims are prohibited. Additionally, enforcement of non-arrangement claims targeting essential business assets may be paused for up to three months, and prior asset seizures may be lifted.

“Standard” Arrangement Proceedings (postępowanie układowe)

“Standard” arrangement proceedings are a comparable court procedure to the accelerated arrangement proceedings, however they are available to debtors where the value of disputed claims exceeds 15% of the total value of claims. The scope of the protection of the debtor against its creditors and the debtor’s right to manage its business is similar to accelerated arrangement proceedings.

Remedial Proceedings (postępowanie sanacyjne)

This is the most complex type of restructuring procedure. It is designed for large businesses of significant economic importance. It may be initiated by the debtor or its creditors. As part of this procedure, remedial measures may be taken, such as withdrawing from unprofitable contracts or selling assets. As a rule, the court strips the debtor of its management powers and appoints an administrator to take over the company’s management. This procedure should, in principle, last 12 months until the court approves or refuses to approve an arrangement. During this time, the debtor should regain the ability to perform its obligations and be able to pay the costs of the arrangement.

Planned Amendments

The Polish legislature is working on an amendment to the Polish Restructuring Law in order to implement the EU Preventive Restructuring Directive, which is generally seen as introducing more debtor-friendly mechanisms.

In the case of a borrower, security provider or guarantor threatened by insolvency, the main risk area for lenders is whether the so-called “hardening periods” have passed in relation to the security and guarantees established by those entities, or they have not and such actions may be challenged and potentially invalidated or rendered ineffective.

Treatment in Bankruptcy Proceedings

Any gratuitous transactions made by the debtor within a year prior to filing for bankruptcy are considered invalid, as are those where the debtor receives significantly less value than given (“transactions at an undervalue”). Since the Bankruptcy Law does not specifically define “transactions at an undervalue”, they should be evaluated based on the arm’s length principle.

Repayments of debt made before its due date or creation of security interests with respect to debt which is not yet due within six months before filing for bankruptcy are also deemed ineffective. However, a creditor can request that these transactions be upheld if they were unaware of any bankruptcy grounds.

Transactions with related parties, such as family or affiliated companies, may be nullified if conducted within six months before filing for bankruptcy, even if at market value, unless the debtor’s counterparty proves they were not harmful to creditors.

A judge-commissioner can declare any security interest created by the debtor for another party’s debt ineffective if the debtor received little or no value in return. For related parties, this applies regardless of the value received, with a “hardening” period of one year.

A trustee can petition a civil court to annul any transaction detrimental to creditors based on the actio Pauliana principle, with a potential hardening period of up to five years, subject to additional conditions (creditors’ harm, having acted knowingly, etc).

Treatment in Restructuring Proceedings

In restructuring proceedings, hardening periods apply only to remedial proceedings.

Transactions with affiliates are not automatically deemed ineffective unless they meet the criteria for preferential conveyances.

Transactions carried out by the debtor in the year before filing for restructuring are invalid against the remedial estate if they involve gratuitous transfers or if the debtor receives less value than given.

Likewise, security interests not tied to any direct benefit received within the year before filing are considered invalid against the remedial estate. Additionally, any security interest created over the debtor’s property within a year before filing is ineffective against the remedial estate if it exceeds the value of the debtor’s performance covered by the security interest by more than 50%.

The authors observe moderate growth in project finance activity in Poland. This is mainly driven by projects in renewable energy and the green transformation of the Polish economy resulting in increased interest in renewable energy projects. The project finance landscape is evolving with a growing focus on sustainability and ESG factors.

The renewable energy sector is a dominant force in project finance, driven by Poland’s commitment to increase renewable energy sources and reduce carbon emissions. Both wind and solar projects attract significant investment. Transport infrastructure (roads, railways) and public-private partnerships continue to be important areas for project finance. Large-scale commercial and residential real estate developments, including logistics centres and shopping malls, also utilise project finance.

PPP is still not a commonly used form of implementing infrastructure projects in Poland. Since 2009, only 198 PPP contracts have been concluded with a total value of approximately PLN10.5 billion. PPPs are most often used for projects involving the development of transportation, water and sewage management and sport and recreation infrastructure as well as energy efficiency. PPP is mostly implemented by local government and there are very few projects at national government level. The market for Polish PPP projects is dominated by contracts with a value not exceeding PLN40 million – such agreements account for 81% of all PPP contracts.

Implementation of infrastructure projects in the PPP formula is more formalised than in standard public procurement. A public entity must prepare an effectiveness assessment – ie, technical, legal and financial analyses, which are intended to verify whether the PPP formula is justified for a particular project. Due to the level of complexity of PPP projects, the procedure for selecting a private partner is often conducted with the possibility of negotiating with contractors. Therefore, the procedure it is usually long and often exceeds 1.5 years.

The number of concluded PPP contracts is gradually increasing after the hiatus caused by the COVID-19 pandemic. The authors expect their popularity to increase in the coming years, especially considering the shortfalls in local government budgets causing the need to look for an alternative way to finance infrastructure projects.

In general, there are four categories of project documents most commonly required in financing transactions:

• decisions, permits, authorisations and other documents issued by or concluded with state or local authorities (eg, building permits, zoning decisions, documents obtained in connection with the Polish support system for renewable energy sources) are exclusively governed by Polish law;
• documents securing a legal title to real estate where the financed project is to be developed may relate to:
1. limited property rights (rights in rem), most commonly easements and usufruct – those are exclusively governed by Polish law; and
2. contractual rights (eg, lease agreements) – while such agreements can technically be governed by any law chosen by the parties, they are almost always subject to Polish law, especially when dealing with individuals;
• agreements entered with specific contractors that are state-owned entities, in particular distribution system operators (DSO) – eg, interconnection and distributions agreements are governed by Polish law. For instance, the main DSO companies in Poland are limited to a few entities that are state owned. Thus, interactions with them are similar to dealing with state or local authorities; and
• agreements entered by the borrower or an SPV with suppliers, service providers and other contractors (eg, construction contracts, balance of plant contracts, equipment supply agreements) offer more flexibility in choosing the governing law. In particular, power purchase agreements, parent company guarantees, insurance policies and intragroup loan agreements may be concluded under foreign laws (usually the law of incorporation of the contractor, insurer or lender). In practice, however, parties may prefer to have such agreements governed by the laws of Poland (for example, it may simplify the security structure).

As regards dispute resolution – if any of the contracts (most commonly among those specified in the last bullet point above) are concluded under foreign law, disputes under such agreements will be resolved by the relevant foreign court or, if the parties so decide, through arbitration. Some of the agreements governed by Polish law, particularly those with major international contractors, may also include local or international arbitration clauses.

In Poland, the acquisition of property by foreigners is permitted. However, there are some specific restrictions on real property transactions involving entities from outside the European Economic Area (EEA) and Switzerland, which are provided for, among others, in the Polish Act on the Acquisition of Real Estate by Foreigners (the “Act”). Please note that the Act also defines as a foreigner a company based in Poland, which is controlled by a person without Polish citizenship or a legal entity based outside Poland. This extends the scope of application of the Act’s restrictions to Polish entities that are part of holding structures controlled by foreign entities.

As a rule, any form of acquisition of real estate (or perpetual use of real estate) by foreigners requires the consent of the Minister for Internal Affairs. The Minister of National Defence and, in the case of agricultural real property, the Minister of Agriculture, have the right to object. Analogous rules apply to the acquisition of shares in commercial companies that own real property.

While there are no explicit restrictions on foreign lenders holding mortgages on real estate in Poland, the enforcement of those mortgages may be subject to the same permit requirements as mentioned above. This means that if a foreign lender needs to foreclose on a property and acquire it in the process, it may need to obtain a permit.

However, the law provides for two exceptions to the consent requirement, which are important from the banks’ perspective, regarding the exercise of rights under collateral – ie, where:

• the mortgagor bank acquires ownership of real estate as a result of an unsuccessful auction in foreclosure proceedings; and
• a bank that is a foreigner but domiciled in Poland acquires or takes shares in a commercial company (which owns real property) in connection with the bank’s pursuit of claims arising from its banking activities.

In terms of water rights, both surface waters and groundwaters are owned by the State Treasury in Poland. Landowners have the right to use water found on their property for ordinary household and agricultural purposes, within certain limits. However, they do not own the water itself.

Legal Form of the Project Company

Common options include:

• a Limited Liability Company (Sp. z o.o.) – most popular choice for its limited liability and relatively simple setup;
• a Joint Stock Company (S.A.) – suitable for larger projects requiring significant capital and offering more complex governance; and
• a Partnership (Spółka Jawna or Spółka Komandytowa) – less common for project companies due to the unlimited liability for some partners.

It is also possible to set up an investment fund in Poland and make the relevant investments through that fund.

Laws Relevant to Project Companies

The following laws are relevant.

• The Commercial Companies Code – governs the formation, operation and dissolution of companies.
• The Civil Code – provides general principles of contract law and obligations. 
• The Tax Law – includes corporate income tax, VAT and other taxes relevant to project companies.
• The Labour Law – regulates employment relationships and employee rights. 

Restrictions on Foreign Investment

Poland generally has a liberal foreign investment regime. However, some sectors may have specific restrictions or require approvals, such as:

• defence – investments in defence-related industries may require government authorisation; and
• real estate – acquisition of agricultural land by foreigners may be subject to limitations, as described in 8.4 Foreign Ownership. 

Applicable Central Bank Regulations

Generally, there are no regulations of the National Bank of Poland that apply to the forming the project companies and structuring deals in Poland.

In Poland, project financing primarily relies on non-recourse or limited recourse bank loans with commercial banks, both local and international, often providing syndicated loans to spread the risk. Development banks – eg, the European Investment Bank and the European Bank for Reconstruction and Development – play a significant role in the Polish financial landscape, offering favourable terms for projects with significant economic or social benefits. Non-recourse and limited recourse arrangements restrict lenders’ claims to the project’s cash flows, requiring sponsors to inject equity before the first loan disbursement, usually through subordinated loans. The equity-to-loan ratio is determined by the project’s specifics and commercial agreements.

Bond financing is another option, though typically more costly than bank loans. However, bondholders offer greater flexibility, accommodating changes in project terms such as extending the timeline for redemption of the bonds or restructuring the project, which can be crucial in managing delays or unforeseen challenges in a project.

Other more complex but still common types of project financing in Poland include PPP and export credit financing. 

PPP financing involves collaboration between public entities and private companies. In these setups, private partners finance, build and operate projects, with public support – eg, through guarantees or subsidies. This model is frequently used in infrastructure projects such as roads, schools and hospitals.

Export Credit Agency (ECA) financing supports international projects involving domestic companies, backed by government institutions. ECAs offer guarantees, insurance, and direct loans, reducing risk for lenders and providing favourable terms for borrowers.

The project financing landscape in Poland is becoming more sophisticated nowadays, with new financing products emerging. Bridge financing provides short-term loans (usually for the construction phase) offering liquidity until long-term financing is arranged. Mini-perm financing combines short-term construction loans with longer-term project financing, often including a refinancing component after a few years to take advantage of improved cash flows or market conditions.

These diverse financing options reflect the growing adaptability of the Polish project financing market, catering to a wide range of project needs and economic conditions.

According to Polish law, the owner of natural resources in Poland is the State Treasury. This means that even if the natural resources are located on private land, the landowner does not have the right to exploit them without the appropriate licence, concession, permit, etc, granted by the relevant public authority. The entities that primarily deal with exploiting and processing natural resources are large state-owned companies or entities controlled by the State Treasury.

Generally, natural resources projects (and natural resource exports) are not subject to project finance in Poland, although Poland has significant coal reserves and is a major exporter of both hard coal and lignite, primarily to neighbouring countries. Large Polish companies dealing with the export of natural resources obtain financing through revolving credit facilities, financing their current corporate needs as well as further investments.

Poland maintains a comprehensive legal framework for environmental protection and management, most importantly under the Environmental Protection Law and the Act on Providing Information on the Environment and Environmental Protection, Public Participation in Environmental Protection and Environmental Impact Assessments. Certain regulations set out in the Nature Conservation Act, for instance with respect to undertaking work in protected areas, may also have impact on the development and construction of financed projects.

The completion of certain projects must be preceded by obtaining an environmental decision in accordance with the Environmental Protection Law. An environmental decision is required for projects that may have a significant impact on the environment. This includes projects related to the energy sector (power plants, renewable energy installations, pipelines), industry (large industrial plants, steelworks, mining activities, waste disposal facilities), infrastructure (roads, railways, airports) and agriculture (large-scale livestock farms).

The procedure for issuing an environmental decision involves public hearings, consultations and access to information. Depending on the project, the body competent to issue an environmental decision will be the Regional Director of Environmental Protection, the Director General of Environmental Protection or local authorities (wójt, starosta, prezydent). In general, the above authorities will be usually involved in all proceedings relating to any environmental issues regulated by Polish law.

Please also note that Poland is a party to the Aarhus Convention, which ensures access to information, public participation in decision-making and access to justice in environmental matters.

Health and safety matters are also thoroughly regulated in Polish law. These are primarily covered by the Polish Labour Code, which governs the rights and obligations of employees and employers regarding, among others, occupational health and safety. Detailed requirements for workplace safety across various industries and job types are additionally set out in a separate Regulation of the Minister of Labour and Social Policy. Compliance with labour laws, including those related to occupational health and safety, is supervised by Polish National Labour Inspection Authority.