Poland: Securities-Related Laws

Because Poland is part of the E.U., ICOs counted as securities will be subject to both E.U. and Polish regulation.

European Regulation

The European Securities and Markets Authority (ESMA) have issued a statement noting when ICOs might fall within the scope of securities regulation. The statement reads, “Depending on how they are structured, ICOs may fall outside of the scope of the existing rules and hence outside of the regulated space. However, where the coins or tokens qualify as financial instruments it is likely that the firms involved in ICOs conduct regulated investment activities, such as placing, dealing in or advising on financial instruments or managing or marketing collective investment schemes. Moreover, they may be involved in offering transferable securities to the public.”

If an ICO falls under securities regulation this document details the European regulations that it may have to comply with, as listed below.

  • The Prospectus Directive: the securities token will subject to publication of a prospectus which must be approved before the token can be offered.
  • The Markets in Financial Instruments Directive (MiFID): if the firm 1) provides services to clients around financial instruments 2) the organized trading of financial instruments, it will be subject to MiFID regulations. The MiFID is a large suite of regulations designed to protect investors in financial markets. A detailed summary of MiFID requirements can be found here. It is recommend to consult with a lawyer if your firm’s activities seem to fall under MiFID’s regulation.
  • Fourth Anti-Money Laundering Directive: “The Directive requires firms to carry out due diligence on customers and to have in place appropriate record-keeping and other internal procedures. Firms have an obligation to report any suspicious activity and to co-operate with any investigations by relevant public authorities.”
  • Alternative Investment Fund Managers Directive: This directive regulates alternative investment fund managers. A small number of blockchain projects may be considered alternative investment funds. If this applies to your firm, see this source for detail on the regulations.

Polish Regulation

In January 2018, Poland passed Anti Money Laundering and Countering Financing of Terrorism (AML/CFT) laws regarding cryptocurrencies. While the E.U. regulations only cover crypto-to-fiat and fiat-to-crypto exchange, the Polish proposal would also apply to all crypto-to-crypto exchange. Any trading on an token exchange or any ICO (involving trading ETH for a new token) can be considered a crypto-to-crypto exchange and thus could be under the new AML/CFT regulation. This law requires platforms to carry out due diligence on customers and report suspicious transactions. Uncertainties over the tax and regulatory environments have halted the growth of ICOs in Poland, and this law makes the situation worse. (Source).


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