World Law Group member firms recently collaborated on a Global Venture Capital Guide that covers more than 30 jurisdictions on investment approval processes, typical investment sectors and investment structures on Venture Capital deals (and more!).
- In your jurisdiction, which sectors do venture capital funds typically invest in?
Venture capital funds generally invest in new technologies and innovations as they create opportunities for rapid growth. Although the data on Polish VC investments is not transparent, it appears that the e-commerce, communication, IT, FinTech and healthcare sectors have attracted most focus recently.
- Do venture capital funds require any approvals before investing in your jurisdiction?
No general approval is required for VC funds to invest in Poland.
- Are there any legal limitations to an offshore venture capital fund acquiring control or influencing the business, operations, or governance of an investee entity?
In relation to the COVID-19 situation, a new regulation on control of foreign investments in Poland was introduced in mid-2020. In general, non-EU entities (as well as EU entities that have had their registered office in the EU for less than two years) intending to directly or indirectly acquire significant interest (more than 20% of votes, shares in a partnership, or participation in profits) or control over a protected entity must make a proper filing, and the competent authority may oppose (prohibit) the investment. For the purpose of the regulation, a protected entity is an entrepreneur (in particular, a company) that meets the two following conditions: (a) having a turnover in Poland exceeding EUR 10,000,000 in either of the two preceding financial years; and (b) being a public company or conducting an activity listed in the regulation.
Also, as a general rule, acquisition of real estate in Poland or shares in a company holding real estate by a foreign entity (or by a Polish entity controlled by a foreign entity) requires the prior approval of the Ministry of Internal Affairs. This restriction, subject to some minor exceptions, does not apply to foreigners from the EEA or Switzerland, nor does it apply to Polish law-governed investment funds (regardless of the sponsors’ domicile) or to investing in public companies listed on the Warsaw Stock Exchange.
- Would an investor be required to undertake an antitrust analysis prior to investment? When would such a requirement be triggered?
Larger-scale transactions that may influence the market come under the purview of both the Polish and European competition authorities (the President of the Office of Competition and Consumer Protection (UOKiK) and the European Commission, respectively). Any M&A transaction may require competition clearance from UOKiK, provided that the turnover thresholds are exceeded and the transaction leads to the acquisition of control over the target or the creation of a joint venture company.
- What are the preferred structures for investment in venture capital deals? What are the primary drivers for each of these structures?
Venture capital investment is typically structured as an equity investment through the new issuance of shares in the target’s share capital. The target company is usually formed as either a limited liability company (Polish: spółka z ograniczoną odpowiedzialnością) or a joint-stock company (Polish: spółka akcyjna).