Name
Global FinTech Guide
Country _ Name
Poland
SectionTitle
ICO / token sale
Body
Companies and projects have increasingly relied on the sale of digital assets, or tokens, as a means of fundraising. These tokens generally do not grant the holders an ownership interest in the issuing company or project, but may provide governance rights, access rights or other utility. This has been conducted through public sales known as initial coin offerings (ICOs), proliferation through token generation events (TGEs) or private sales, among other mechanisms.  While showing characteristics of traditional methods of fundraising, there are a range of unanswered questions related to the legal classifications of such products. As ICOs and TGEs will usually be distributed online and internationally, there is usually no single legal framework applying to such transaction, and the legal framework of each market in which the tokens may be offered or sold needs to be considered.
 

Introduction

Attitude of the country towards ICOs/token sales

When the idea of ICOs came to Poland, it aroused wide interest especially among Start-ups. However, with the passage of time, it seems that this idea has lost its importance or is being implemented by companies in other, more pro ICO countries.

The Financial Supervision Authority (Komisja Nadzoru Finansowego) raised the issue of crypto activities already in 2017 by publishing a position paper on investments under ICOs/ITOs and then, by subsequent communications, pointed out the risks associated with such investments. In 2020, the Financial Supervision Authority has published a position statement summarising the communications to date on the issuance and trading of cryptocurrencies and has taken the view all along that cryptocurrencies are very risky.

The Office of Competition and Consumer Protection conducts investigations against various projects that rely on tokenisation, checking collective consumer interests are being violated. 

Legal affairs

Presence of any explicit regulation on ICOs and the issuance of token/coins

No explicit regulation on ICOs and issuance of token/coins has been introduced so far in Poland. 

Presence of any explicit restrictions on ICOs or the issuance, distribution and/or transfer of token/coins

Indicating any restrictions on ICOs regarding the issuance, distribution and/or transfer of token/coins is only possible after examining the legal nature of the specific token/coin. The Financial Supervision Authority has only indicated certain regulatory areas into which a particular token/coin and its issuer may fall if specific conditions are met. Examples include regulations regarding payment services, trading and investments funds. 

The legal aspects of ICOs are mainly hidden in the following issues:

    a) legal qualification of the token (including as a financial instrument) - it is relevant to the legal obligations, charged to the entrepreneur issuing tokens, token trading rules or requirements towards other entities (buyers of tokens or intermediaries in their trading);
    b) tax consequences of token trading (both in terms of income tax and VAT);
    c) obligations of the ICO organiser (entity issuing the tokens), e.g. regarding compliance with consumer law, anti-money laundering and anti-terrorist financing regulations, banking or investment fund regulations, and its legal liability towards token holders;
    d) jurisdiction and applicable law, including cross-border issues (an ICO as a process conducted on an online platform is global);
    e) personal data protection in blockchain and crypto currencies - in particular in relation to the General Data Protection Regulation.

Obligations and requirements to issue token/coins

There is no such license in Poland. 

Classification

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