Banking License in Poland
Polish banking legislation does not use the term «banking license». Thus, in the Polish context, it is a kind of theoretical structure, which can be broadly defined as the right to conduct banking activities in the territory of the Republic of Poland. As defined in Article. 2 The Banking Act – A bank is a legal entity established under the provisions of the Acts that permit bank transactions that encumber the risk of funds entrusted under any return title. The authorizations mentioned in the quoted provision constitute the banking license and determine its scope. The Banking Act adopted the principle of a two-tier (two-tier) banking license. Namely, in order to be able to start and operate banking activities on the territory of the Republic of Poland, it is necessary to obtain two separate authorizations issued by the Polish Financial Supervision Authority – to establish a bank and then to start operations of the already established bank.
The licensing requirement for banks derives directly from Community law. In accordance with art. 8 Directives 2013/36/EC (CRD IV) of the Member States require credit organizations to obtain authorization before starting operations.
In accordance with Art. 30a Act on Banks , a joint-stock company bank and a cooperative bank may be established after obtaining permission from the Polish Financial Inspection. According to this provision, the authorization must be obtained prior to the establishment of the bank and cannot be applied to an existing legal entity (company or cooperative). In other words, it is impossible to convert a legal entity into a bank. Permission to establish a bank is granted to its founders, who may be legal and natural persons in the case of a bank established in the form of a joint-stock company, and only natural persons (at least 10) in the case of a cooperative bank. A bank in the form of a joint-stock company may not have less than 3 founders, which, however, does not apply if the only founder is the State Treasury, the domestic bank, a credit organization, foreign bank, domestic or foreign insurance company, domestic or foreign reinsurance company or international financial organization.
In accordance with Art. 37 The Banking Act, the Polish Financial Supervision Authority denies permission to establish a bank if the requirements applicable to the establishment of banks have not been met or if the alleged activities of the bank would violate the provisions of the law, the interests of clients or will not guarantee the safety of funds accumulated in the bank, or if the legal regulations in force at the place of its registered office or residence of the founder or its relationship with other persons may impede the effective supervision of the bank.
The decision to authorize the establishment of a bank shall be issued by the Polish Financial Supervision Authority after detailed verification of all the requirements applicable to the establishment of the bank, including the analysis of documents and information gathered in the course of the proceedings, evaluation of the credibility and feasibility of the business plan of the bank, as well as the correctness and compliance with the law of the provisions of the bank’s draft charter. A very important condition for obtaining permission to establish a bank is to assess the reputation and economic and financial position of the bank’s founders, as well as the reputation and professionalism of the persons, managers of the bank being established. In the authorization for the establishment of the bank, the Polish Financial Supervision shall indicate the bank’s brand name, its legal address, the names (surnames) of the founders and the shares they accept, the size of the initial capital, the types of activities on which the bank is authorized. fulfill conditions,
Permission to establish a bank is the first element of a bank license. After obtaining this authorization, the founders may establish a bank, which is legally the case with the registration of the bank in the National Judicial Registry. From this moment, the bank is an independent legal entity, which can be a subject of rights and obligations. However, it is not yet a full-fledged bank, as it is not entitled to carry out the operational activity consisting (here we return to the definition of bank at the beginning) of carrying out banking operations involving a risk to the funds entrusted. under any reclaimed title. To obtain this right, the newly established bank in accordance with art. 36 sec. 1 The Banking Act, must apply to the Polish Financial Inspectorate for permission to start a business. In accordance with art. 36 sec. 3 Law of the Banks The Polish Financial Supervision Authority issues a license to start activities after it has established that the bank:
- Properly prepared for start-up
- Fully accrued initial capital
- Has adequate conditions for the storage of money and other valuables, taking into account the scope and type of banking activity
- Meets the other conditions set out in the authorization of the bank
Permission to open a business is the second and last element of the bank license. In addition to the discussion on banking licensing, it should also be noted that almost all current cooperative banks and some banks in the form of
Joint-stock companies, because they were established before 1989, were established without the consent of the supervisory authority. The legal basis for the activities of these banks is art. 178 sec. 1 of the Law on Banks.
In accordance with this provision, a bank that started its activities before the effective date of the Law of 31 January 1989. «About Banks» and does not have the permission of the President of the National Bank of Poland to establish a bank has the right to carry out banking activities. insofar as it is not contrary to the provisions of the Act. Thus, in respect of these banks, it would be reasonable to state that they have a banking license, understood not as appropriate authorizations for them to carry out banking activities, and as the right to carry out banking activities in the territory of the Republic of Poland, deriving from the quoted provision of the Law. The list of banks (persons who have a banking license) is available on the website of the Polish Financial Inspection at: www.knf.gov.pl.
Banking and other activities allowed to banks
As follows from the definition of a bank contained in Art. 2 of the Banking Act, the bank’s business is banking. Risky funds entrusted under any title of return. The bank’s activities involve the risk of loss of cash, including funds trusted to the bank as refunds. This is due to the fact that these funds are deposited by the bank (invested, borrowed) with the probability that they will not be fully restored (returned). The exposure to risk of funds entrusted to the bank as refundable is intended to cover expenses (interest, operating expenses) related to the collection and storage of these funds, and at the same time for a fee, as well as the reimbursable provision of such funds to individuals or organizational units requesting them. This is most fully expressed in the bank’s deposit and credit activities.
Banking activities include:
- Accepting cash deposits payable on demand or on a certain date, and keeping records of those deposits
- Maintaining other bank accounts
- The granting of loans
- The provision and confirmation of bank guarantees and the opening and confirmation of letters of credit
- Issue of bank securities
- Performing bank payments in cash
- Performing other actions provided exclusively for the bank by separate acts
Transactions recognized as bank if carried out by banks (Article 5(2)):
- The provision of a loan in cash
- Cheque and bill transactions, as well as transactions subject to warrants
- Providing payment services and issuing electronic money
- Financial transactions on time
- Sale of receivables, receivables, receivables
- Storing things and securities and providing safes
- Conducting the purchase and sale of foreign currency
- Provision and confirmation of surety
- Performing the assigned activities related to the issue of securities
- Intermediation in the transfer and settlement of money in foreign currency
Other powers of banks and non-banking activities that banks may undertake:
- The acceptance or acquisition of shares and rights from shares, shares of another legal entity and shares in investment funds
- The undertaking of obligations related to the issue of securities
- The trading of securities
- Converting receivables into the assets of the debtor on terms agreed with the debtor
- Buying and selling of real estate
- Financial advisory and advisory services
- Provide trust services and provide electronic identification tools in the meaning of trust service provisions
- Provision of other financial services
The scope of activities of cooperative banks, as specified in the Act on the Functioning of Cooperative Banks, their Association and Associated Banks:
- Accepting cash deposits payable on demand or on a certain date, and keeping records of those deposits,
- Maintaining other bank accounts,
- The granting of loans,
- Providing and confirming bank guarantees,
- Performing bank payments in cash,
- The provision of a loan in cash,
- The granting of consumer loans and credits within the meaning of a separate law,
- Cheque and bill transactions,
- Provision of payment services and issuance of electronic money within the meaning of the Law of 19 August 2011 on payment services,
- Sale of receivables, receivables, receivables,
- Storing things and securities and providing safes,
- Providing and confirming surety,
- Performing other banking operations on behalf of and in the interest of the affiliated bank.
An important feature of banks is that they do not enjoy freedom of economic activity and can only carry out activities to which they are entitled under the provisions of the law expressly allowing banks to engage in this activity. In other words, banks are not subject to the basic principle of freedom of economic activity, according to which what is not prohibited by law is allowed». Therefore, banks cannot, for example, trade in clothing, provide transport services, grow vegetables or produce shoes. The rationale for such a restriction on the activities of banks is the need to professionalize their services and limit to the necessary minimum the amount of risk that public funds accumulated in banks are exposed to, in the name of ensuring the safety of these funds. This restriction on the banks’ freedom of operation corresponds to the fact that the law gives banks exclusive competence with respect to their main activity, which consists in receiving (and recovering) funds from other persons and placing these funds at risk. Under art. 5 sec. 4 and 5 Act on banks, business activities, the subject of which is banking activities, specified in art. 5 sec. 1 may only be carried out by banks, provided that organizational units other than banks may carry out this activity if the provisions of the individual acts permit them to do so. Restriction of banking (deposit and loan) activity by the assets of banks was fixed by criminal punishment. In accordance with art. 171 sec. 1 The Banking Act which, without authorization, carries out activities consisting in the collection of funds of other natural or legal persons or organizational units, which are not legal persons, for the purpose of granting credit, Credit in cash or exposure to risk of the funds in any other way shall be subject to a fine. up to 10,000 zlotys and imprisonment for up to 5 years. The Banking Act also contains provisions aimed at preventing unauthorized (unlicensed) entities from carrying out banking activities. Under these provisions (Article 170), banking without authorization is not a basis for charging interest, fees or other remuneration. In turn, those who received this type of remuneration, in this case, must return it.
The restriction of banking activities only to banks should ensure that these activities will be carried out by designated and professionally trained entities that have been licensed to carry out these activities and are subject to the rules. They are subject to State supervision by a designated authority and the funds they collect are guaranteed back. The special role of banks and the banking system in the economy, involving the accumulation of a flow of savings and the conversion of the resulting funds into investment, must be consolidated.
A State bank is a bank of a special type that may be established by a decree of the Council of Ministers, for example, to achieve certain objectives. The basic principles of its establishment and operation are regulated by art. 14-19 of the Law on Banks. The establishment of a State-owned bank does not require the authorization of the Polish Financial Supervision Authority, but only its opinion. The Resolution of the Council of Ministers on the establishment of the State Bank defines the name, location, subject and scope of activity of the Bank, its charter funds, including funds allocated from the property of the State Treasury, which are transferred into the ownership of the Bank. The State Bank is not subject to registration in the National Judicial Register, nor is it a State enterprise, a State organizational unit or unit in the public finance sector within the meaning of separate rules. The Charter is granted to the State Bank by a decree of the Prime Minister after consultation with the Polish Financial Supervision Authority, taking into account the need for effective performance of tasks by the State Bank.
A bank in the form of a joint-stock company shall be established and shall act in accordance with the provisions of the Code of Commercial Companies, unless otherwise provided by the provisions of the Law on Banks or other acts regulating the activities of banks.
The Cooperative Bank is a bank within the meaning of Art. 20 of the Banking Act. 2 Paragraph 1 of the Act on Cooperative Banks, their Branches and Subsidiaries (UFB), i.e., a cooperative bank to which the provisions of the Act on Cooperatives apply to the extent not regulated by the above-mentioned Acts. . Under art. 13 sec. 2 The Act on Banks Founders of a Cooperative Bank may only be natural persons in the amount necessary to establish a cooperative in accordance with the Act on Cooperatives (i.e. not less than 10 persons). As a rule, the cooperative bank is obliged to join the acceding bank under the conditions specified in article. 16 ufbs This obligation does not apply to cooperative banks with an initial capital of at least EUR 5,000,000. These banks shall not be subject to the provisions of the FSB, except Art. 5.a, Art. 10a-10., Art. 11-13, Art. 15 and Art. 32-37. Unless these banks are affiliated under Art. 16 of the CFAF or are members of the protection provided under Art. 22b. 1 UFB or United Association specified in art. 22o of paragraph 1. UFBS In accordance with art. 32 sec. 2 The Law on Banks, in the case of cooperative banks, the founders of which expressed their intention to merge with the selected subsidiary bank, the initial capital cannot be lower than the equivalent of 1,000,000 euros in zlotys. Cooperative banks, which are subject to the FSO in general, are subject to territorial restrictions and the scope of activities within the scope of this Law.
A special kind of bank in the form of a joint-stock company is a mortgage bank. The main purpose of such a bank is to issue mortgage-backed loans and issue mortgage-backed bonds or public-sector bonds based on the mortgage bank’s claims. The activities of mortgage banks are regulated in detail by the Act of 29 August 1997 on mortgage bonds and mortgage banks.
Requirements for the establishment of a bank
The basic requirements for the establishment of a bank are set out in Art. 30 sec. 1 of the Law on Banks. In accordance with this provision, a bank may be established if:
- Own funds, the amount of which should be adapted to the type of banking activity planned and the size of the proposed activity,
- Premises with appropriate technical devices, adequately ensuring the protection of the values stored in the bank, taking into account the scale and type of banking activity;
- The founders guarantee the careful and stable management of the bank,
- People intending to occupy the positions of members of the Supervisory Board and the Board of the bank, meet the qualifications established by law;
- The bank’s plan of operations, presented by the founders, for a period of at least three years indicates that this activity will be safe for the funds accumulated in the bank.
Under art. 13 sec. 1 The Law on Banks, founders of a bank in the form of a joint-stock company may be legal entities and individuals, but the number of founders may not be less than 3. This rule does not apply if the founder is the State Treasury. Domestic bank, credit institution, foreign bank, domestic or foreign insurance company or international financial organization (Article 13 (3) of the Banking Act ).
Under art. 13 sec. 2 The Founders of a Cooperative Bank may be only natural persons in the amount necessary for the establishment of a cooperative established by the Law on Cooperatives (i.e. not less than 10 persons).
Under art. 30 sec. 1 paragraph 2 of the Law on Banks, the establishment of the bank can take place if the founders guarantee reasonable and stable management of the bank. Although the Board of the Bank bears direct responsibility for the management of the Bank, it is also significantly influenced by the «owners» of the Bank (founders, large shareholders), which, when electing members of the Supervisory Board, influence the management, and through participation and decision-making at the general meeting of the bank’s shareholders, decide the main issues for the bank, such as the size of the authorized capital, profit distribution or amendments to the charter. They are also an important lending facility for the bank, which can provide adequate liquidity or solvency in complex situations. They also define the general directions of the bank’s policy as a member of the capital group, implemented subsequently by the board. For these reasons, the law requires that the bank’s founders guarantee sound and stable management of the bank. The provision of a guarantee by the founders shall be assessed, inter alia, in the context of compliance with the legislation, reputation, economic and financial situation and investment opportunities in the context of the start-up and running of a safe business by the bank being established. Under art. 30 sec. Law on Banks , when assessing the compliance of the founder with the guarantee requirement, PFSA takes into account, in particular, the obligations related to the production in relation to the bank or its reasonable and stable management.
Under art. 32 sec. 1 The Law on Banks, the initial capital paid by the founders of the bank, may not be lower than the equivalent of 5 million euros in zloty, recalculated at the average exchange rate declared by the National Bank of Poland, in force on the date of authorization to establish the bank. The initial capital of the bank, paid in cash, must be paid by the founders in Polish currency to the bank account at the local bank, open for contributions to the initial capital of the bank, and the full initial capital of the bank in the form of a joint-stock company and a cooperative bank must be paid before the bank is entered into the relevant register (Article 32 (3) and (4 ) of the Law on Banks ). In accordance with Article. 30 sec. 5Zakuna banks initial capital of the bank cannot be obtained from a loan or credit or from undocumented sources.
In accordance with art. 30 sec. 2 and 4 of the Banking Act a portion of the initial capital may be paid in the form of non-monetary contributions (contribution in kind) in the form of equipment and real estate, if they are directly useful in the conduct of banking activities, However, the initial capital in cash may not be lower than the sum stated in article. 32 sec. 1 The Banking Act and the value of the non-monetary deposit may not exceed 15 percent of the initial capital (Article 30(2 ) of the Banking Act), and in special cases SFSA may consent to exceed this limit.
In the case of cooperative banks, the founders of which have expressed their intention to merge with the selected subsidiary bank, the initial capital may not be lower than the equivalent of 1 million euro to zlotys.
Bank’s own funds
The initial capital requirement is the minimum necessary for the bank’s own funds, which at the time of its establishment will consist exclusively of the initial capital. However, this minimum is not sufficient to ensure the risks associated with the bank’s operations, i.e. banking activities. In accordance with art. 30 sec. 1 point 1 lit. a) The Act on Banks may establish a bank if the bank has secured its own funds, the amount of which must correspond to the type of banking activity provided for and the size of the proposed activity. The requirement of sufficiency of own funds is specified in art. 128 of the Law on Banks. In accordance with paragraph 1 of this Article, the bank is obliged to maintain the total amount of its own funds at a level not lower than the highest of the following values:
- The value arising from the fulfillment of the requirements of own funds specified in Art. 92 of Regulation 575/2013.
- The amount estimated by the bank to cover all identified, significant risks in the bank’s operations and changes in the economic environment, taking into account the expected level of risk (domestic capital).
Persons appointed to positions
Under art. 30 sec. 1 p. 2 of the Banking Act, a bank may be established if the persons intending to occupy the positions of members of the Supervisory Board and the Board of the Bank meet the requirements specified in Article. 22aa of the Banking Act. This includes, inter alia, ensuring that these persons have the knowledge, skills and experience appropriate to their duties and responsibilities, and that they guarantee the proper discharge of these responsibilities. The guarantee means an assurance of something, i.e. an objective absence of irrevocable doubts about the existence of a certain condition in the future. This means that persons appointed as members of the Supervisory Board and the Bank Board shall have no doubt that they shall discharge their duties properly, i.e. above all, fairly and lawfully, without prejudice to the proper, in accordance with the provisions of the law, reasonable, stable and safe for the collected funds – bank management. If such doubts arise and cannot be resolved, the person should be considered not to give a guarantee. Proper, careful and stable bank management means that the actions taken within the framework of bank management are not only in compliance with the current regulations, but also reasonable, taken with due care and without excessive risk (caution)and the consequences of these actions are proportional to their scale, do not cause sudden, sudden changes in the economic situation and financial aspects of the bank and do not affect the perception of the bank as a reliable institution, which shall take due care of the safety of the collected funds (stability). The guarantee of proper performance of duties, understood as the ability to ensure and guarantee such conduct, is a requirement separate from professional qualifications (knowledge, skills and experience), suitable for the performance of specific duties of the President, and should be based, above all, on the reputation of the person and his behavior in private or professional life. In addition, the persons provided for holding the positions of members of the Board of Directors of the Bank specified in Art. 22a. 3 and 4 (i.e., the Chairman of the Board and the member of the Board supervising the risk management related to the activities of the Bank) confirmed the knowledge of the Polish language. Under art. 30 sec. 1 Law on Banks, PFSA, through a decision issued at the request of the founders of the bank, waives the requirement for a confirmed knowledge of the Polish language if this is not necessary for reasons of prudential supervision, in particular, taking into account the level of acceptable risk or the volume of bank operations. In accordance with Art. 34 sec. 1 of the Law on Banks, in the authorization for the establishment of the bank PFSA approves the composition of the first board of the bank.
Requirements to the bank’s business plan
In accordance with Art. 30 sec. 1 paragraph 4 of the Law on Banks, the establishment of the bank can take place if the business plan submitted by the founder of the bank for a period of at least three years indicates that this activity will be safe for the funds accumulated in the bank. The plan should cover the intended activity of the bank in all its manifestations, i.e. not only for services rendered to customers, but also for the organization of the future bank or ancillary activities (eg, marketing). The business plan should be based on realistic and credible assumptions as well as be internally consistent – in particular, financial assumptions should reflect business and organizational assumptions, including planned expenditures.
Rooms for banking activities
In accordance with art. 30 sec. 1 point 1 litre. b) The establishment of a bank may take place if the bank is equipped with premises with appropriate technical devices that adequately safeguard the assets held in the bank, taking into account the size and type of banking activity. These include, in particular, the premises of the bank’s head office and organizational units (branches, branches, offices, cashiers, etc.), as well as vaults, cash registers, operating rooms, etc.
Application to get a permission in order to establish a bank
In accordance with Art. 30a The Banks Act, a bank registered as a joint stock company and a cooperative bank may be established after obtaining permission from the Polish Financial Inspection. In accordance with art. 31 sec. 1 of the Law on Banks, the application to the Polish Financial Supervision Authority for permission to establish a bank must contain:
- Identification of the name and location of the bank.
- Specification of bank transactions carried out by the bank, as well as information on the subject matter and the volume of proposed activities.
- Data on:
- Founders and persons intending to occupy the positions of members of the board and supervisory board of the bank.
- Start-up capital.
According to art. 31 sec. 2 of the Law on Banks should be attached to the application:
- Draft of the Bank regulations.
- The bank’s programme of activities and the financial plan for a period of not less than three years.
- Documents on the founders and their financial situation, including statements made by them in this regard (According to article 31a of the Banking Act, these applications are made under penalty of criminal liability; the applicant is obliged to include the following paragraph: «Criminal liability for giving false testimony is aware»; This paragraph replaces the designation by the authority of criminal liability for giving false testimony).
- The opinion of the competent supervisory authorities of the applicant’s country of residence, if the founder is a foreign bank.
Under art. 31 sec. 4 The Law on Banks, if more than 10 founders apply for permission to establish a bank, they must appoint 1-3 trustees who will represent them to the Polish Financial Inspection in the period prior to the issuance of the permit. create a bank. The power of attorney should be issued in the form of a notarial act.
Based on art. 31b Paragraph 3) of the Banking Act, the Minister responsible for financial institutions is empowered by decree to determine the list of documents relating to the founders and their financial situation, including their declarations in this regard. This list is included in the Resolution of the Minister of Development and Finance of March 10, 2017 on the information and documents on the founders and the Board of the Bank submitted to the Polish Financial Inspectorate (Bulletin of Laws of March 30, 2017). According to 10 p. of this Regulation, the constituent instruments under consideration are:
- Certified copy of the identity document of the founder, containing at a minimum the name, surname, place of residence, date and place of birth and image – in the case of natural persons, or an up-to-date extract from the National Judicial Register or a computer printout of up-to-date information on the subject entered in the National Register, uploaded independently by the Court or other appropriate register maintained by an authorized authority, issued no later than than 3 months before the date of submission of the application for authorization to establish a bank, indicating at least the name, legal address, names of persons authorized to represent, as well as rules of representation and organizational legal form: In the case of legal persons or organizational units which are not legal persons; if, in accordance with the provisions relating to another relevant registry, the extract does not contain all the information referred to in the preceding sentence, This information should be provided in the form of a declaration;
- Certified copies of statutes, statutes or other documents, confirming the subject matter of the founder’s activity, provided that he is engaged in economic activity, or a statement that he is not engaged in economic activity;
- Graphic organization chart of the group to which the founder belongs, including its subsidiaries and organizations in which the organization and its subsidiaries have a significant share of capital within the meaning of art. 3 Para. 14 of the Act of 15 April 2005 on additional supervision of credit organizations, insurance organizations, reinsurance companies and investment companies forming part of the financial conglomerate (Bulletin of the Acts of 2016, position 1252) with names and addresses of the location of the entities belonging to the group, the objects of their activities, and the type and extent of the links between the entities belonging to the group, and the entities subject to supervision, by the financial market supervisory authority – also with the designation of the supervisory authority;
- Certified copies of documents confirming the identity of the members of the board of the founder or persons conducting its activity, containing at a minimum the name, surname, date and place of birth and image, – if the founder is a legal person or an organizational unit that is not a legal person;
- The biographical data of the founder – if he is a natural person, biographical data of the persons referred to in paragraph 4, documents, confirming their education, qualifications and professional experience;
- Information on the founder and each of the persons referred to in paragraph 4:
- Against natural persons – from the National Register of criminal cases of the lack of intentional crime or a financial offense, except for crimes prosecuted by private prosecution, and for persons who, within 10 years prior to the date of submission of the application, had residence outside the Republic of Poland: issued by the National Criminal Register of Judicial proceedings and the competent authorities of the countries in which the candidate resided during this period, no later than 3 months prior to the date of application for authorization to establish a bank,
- With respect to legal persons or organizational units other than legal persons, from the National Register of Criminal Cases concerning the Absence of Orders Establishing Liability under the Provisions on liability of collective entities for intentional crime or financial offense, issued not later than 3 months before the date of submission of the application for permission to establish a bank,
- Allegations of administrative and disciplinary proceedings,
- Certificates of completed legal proceedings in business cases, liquidation proceedings, bankruptcy, reorganization or restructuring proceedings, as well as information on completed proceedings relating to liquidation, bankruptcy, reorganization or restructuring carried out with respect to the entity in which the person has an equal or equal share or more than 10 percent of the total number of votes at the general meeting or in the authorized capital, or for which the person is a parent organization;
- Applications that may affect the assessment of the founder in the light of the criteria set out in art. 30 sec. 1b in relation to art. 25 h of paragraph 1. 2 of the Banking Act:
- The founder and each of the persons referred to in paragraph 4 of the proceeding:
- Criminal Offenses for intentional offenses – except offenses Punishable by Law of a private prosecution, or proceedings for criminal tax offense, including liability specified in the responsibility of collective entities for actions, prohibited under punishment,
- Disciplinary, administrative against the person for imposing a fine or other administrative penalty,
- Legal proceedings in economic cases against this person, proceedings related to liquidation, bankruptcy or restructuring as well as liquidation, bankruptcy or restructuring proceedings against a legal person in which the person has a share equal to or more than 10% total number of votes at the general meeting or in the authorized capital or in relation to which the person is the dominant person;
- Founder of:
- Supervisory measures taken by the competent supervisory the body in respect of the founder for 5 years prior to the submission of an application for authorization to establish a bank. For irregularities in its activities, if the founder carries out or carried out activities subject to supervision by the competent supervisory body to the State in which it is located, or the statement that it has not implemented or is not implementing such activities,
- Supervisory measures taken by the competent supervisory within 5 years prior to the submission of the applications for authorization to establish a bank, of a legal person in which the founder has or has a share equal to or greater than 10% of the total number of votes at the general meeting or in the authorized capital, or in relation to which the founder is or was the parent, due to violations in the activity of this person, If that person carries out or has carried out activities, subject to supervision by a competent supervisory authority in the country in which he is located, or a statement that the founder did not and does not have such shares, or that he was not and is not such a dominant person,
- Supervisory measures taken by the competent supervisory authority during the five years preceding the application for authorization to establish a bank against a founder who is a natural person, or against members of the governing body of the founder, in connection with the infringement of the activities of other entities, a supervisory body subject to supervision by a competent body, in which the founder, who is a natural person or a member of the governing body of the founder, was a member of the management body at the time of taking supervisory measures or a statement that the founder, who is a natural person or a member of the management body of the founder, was not a member of the management body of the subject, subject to supervision by a competent supervisory authority,
- Obligations specified in art. 30 sec. 1b Law on Banks,
- Cases of refusal to receive or withdraw any permission or consent in connection with an ongoing or planned activity or a function in the financial market, with an indication of the reasons,
- Cases of termination of employment in any form at the request of the employer or the trustee of the institution operating in the financial market, indicating the reasons,
- Conducted by the competent supervisory authorities of the Member States of the European Union during the last 5 years of proceedings on the application or notification of the founder of the intention to acquire or subscribe to shares or shares or to become the head of the credit institution, Insurance company or investment company, specifying the authority conducting the proceedings, date of commencement and termination of the proceedings, name of the person to whom the intention belongs and indication of results of the production;
- Financial statements of the founder, audited by a person who is authorized to audit the financial statements, for the last 3 years prior to the date of submission of the application for permission to establish a bank or for the entire period of activity, If the founder has carried out business activities for less than 3 years, if the obligation to prepare such financial statements arises from separate legal provisions; if the application was made during the period, Prior to the preparation of the accounting statements for this financial year and its audit, the founder must submit preliminary financial statements, and in its absence – other documents confirming its financial position, valid on the date of submission of the application;
- Information on cash flow in the bank accounts of the founder, confirmed by the bank, for the period of the year preceding the date of application for authorization to establish the bank;
- Copies of tax returns submitted in accordance with the provisions of the income tax of the population for the last 3 years – in the case of a founder-natural person not obliged to prepare financial statements;
- Certificate on the absence of arrears on taxes or indicating the state of indebtedness of the founder and certificate on the absence of arrears on payment of social contributions;
- Information on the ratings of the founder and its subsidiaries and their changes in the last 3 years preceding the date of submission of the application for permission to establish a bank, indicating the institution that assigned the rating and explaining its importance, or the absence of this rating;
- Certificate on the number of acquired shares or rights related to shares, in the bank to be established, indicating their share in the votes at the general meeting and the authorized capital, taking into account all privileges or restrictions or characteristics of the alleged acquisition of rights, including the rights or status, with which these powers are connected;
- In the case of joint activities – a description of the contract, specifying the applicable law as well as the rights and obligations of the parties to the contract;
- Certificate of the amount and documented source of funds, to be credited to the initial capital of the bank to be established, the manner and timing of their transfer, and an indication of whether they are borrowed or otherwise encumbered, and the legal right to use the funds, the terms and conditions of the credit or encumbrance and repayment of credit or termination of charge;
- Certificate on the property of the founder, which is to be realized within one year from the date of submission of the application for the issuance of a permit for the establishment of the bank, indicating the requested price.
If the founder, being a legal entity, is a subsidiary, the documents specified in §1, paragraph 3, shall also include documents to the extent specified in § 10, in respect of the parent organization of the founder (§ 11 Regulations). Declarations must be certified with a notarized signature (§ 12). Documents in a foreign language must be accompanied by their certified translations made by a sworn translator (§ 13 Rules). Foreign official documents must be legalized by the Consul of the Republic of Poland before being translated. The obligation of legalization does not apply if the international treaty to which the Republic of Poland is a party provides otherwise (§ 14 of the Regulation). If the facts or level of knowledge on which the documents are based changes during the authorization procedure, new documents must be submitted immediately and without separate request, in accordance with the current state of facts and knowledge (§ 15 of the Rules). Copies of the original documents may be provided if their correspondence to the original is certified by a notary or a representative of the party who is a lawyer or legal adviser (paragraph 16 of the Regulation).
According to art. 31 sec. 3 of the Law on Banks, the draft charter annexed to the application must be specified, inter alia:
- The company, which should contain a separate word “bank” and differ from the names of other banks and indicate whether it is a State bank, a joint-stock bank or a cooperative bank;
- Location, subject of activity and scope of activity of the bank, taking into account the activities specified in art. 69 sec. 2 paragraphs 1-7 of the Act of 29 July 2005 on trade in financial instruments, which the Bank intends to implement on the basis of Art. 70. 2 of this Act;
- Bodies and their powers, with particular reference to the powers of members of the Board, as specified in art. 22b. 1 The Law on Banks, as well as the decision-making rules, the basic organizational structure of the bank, the rules for reporting on property rights and obligations, the manner of issuing internal regulations and the procedure for making decisions on obligations or disposition of assets, The total cost per person exceeds 5% of its own funds;
- Principles of the management system, including the internal control system;
- In-house funds and financial management principles.
Business programme and financial plan
Below is an example of the structure of the bank’s program and financial plan for at least three years.
- Proposed directions of development
- Projected costs
- Planned results
- General characteristics of the bank
- Head Office
- Object and scope
- Founders and initial capital
III. Strategic Analysis (SWOT)
- General provisions of the bank’s strategy
- Strategic objectives
- Marketing plan
- Products and Services
- Recipients / Customers
- Prices (interest, margin, commission, fees)
- Special Offer
- Operational plan
- Technology, especially IT support
- Investment costs
- Sources of investment finance
- Quantitative capacity – ability to serve customers and provide services
- Service quantity plan
- Sources of funding for operational activities
- Compliance with prudential and supervisory requirements of banks
VII. Organization and management plan
- Organizational structure
- Management information system
- Management methods
VIII. Employment and wage plan
- Staff assumptions and personnel policies
- Schedule of main objectives
- Financial plan
- Income plan
- Cost plan
- Profit and loss plan
- Capital plan
- Capital requirements plan
- Business financing plan
- Cash flow plan
- Balance plan
- Financial valuation, including evaluation based on financial plan reports and assessment of ratios
The application must be accompanied by a proof of payment of stamp duty in the amount corresponding to 0.1% of the authorized capital (for a bank in the form of a joint-stock company) or a share fund (for a cooperative bank).
Procedure for obtaining permission to establish a bank
In accordance with Article 33 sub. 1. of the Law on Banks, Polish Financial Supervision:
1) Calls upon the founders to supplement the declaration if it does not meet the requirements specified in the article. 31 and may also request additional data or documents concerning, inter alia, the founders and persons who are replaced by members of the bank’s board, including information on their property and marital status, if this information is necessary for the decision on permission to establish a bank;
2) Within 3 months from the date of receipt of the application or attachment to it – issues a decision on the authorization to establish the bank.
- In justified cases, the Polish Financial Supervision Authority may extend the time limit for issuing the decision referred to in paragraph 3. 1 paragraph 2, notifying the founders before the expiry of the period of 3 months from the date of receipt of the application or its annex.
The provision of a guarantee by the founders is assessed, inter alia, in the context of compliance with the legislation, reputation, economic and financial situation and investment opportunities in the context of starting and running a safe business by the bank being established. Under art. 30 sec. 1b of the Law on Banks , when assessing the conformity of the founders with the relevant requirement in the procedure for issuing a permit for the establishment of a bank, the Polish Financial Supervision Authority shall take into account, inter alia, the criteria set out in Article. 25 par. 1. 2 of the Law on Banks and the obligations of the founders in respect of the bank to be established or its reasonable and stable management.
The decision to authorize the establishment of the bank is issued by the Polish Financial Supervision Authority after administrative proceedings to which the provisions of the Code of Administrative Procedure apply. In these proceedings, the Polish Financial Supervision Authority, on the basis of the collected documents and information, determines and evaluates whether there are grounds for refusing permission to establish a bank in the case. In accordance with Art. 37 The Law on Banks The Polish Financial Supervision Authority denies permission to establish a bank if the requirements applicable to the establishment of banks have not been met or the alleged activities of the bank would violate the law, interests of clients or would not guarantee the security of funds, deposited in a bank, or if the provisions of the law, acting at the location or residence of the founder, or his/her connections with others, may make it impossible to effectively supervise the bank. If at least one of the above-mentioned conditions exists, the Polish Financial Supervision Authority is obliged to refuse permission to establish a bank. The waiver is formalized in a written administrative decision explaining in detail the reasons for the refusal.
If the above-mentioned grounds for refusal to issue a bank permit are not met, the Polish Financial Supervision Authority is obliged to issue such a permit – also in the form of a written administrative decision – for its issuance. Under art. 34 sec. 1 The Law on Banks in the authorization for the establishment of the bank The Polish Financial Supervision Authority specifies: the company of the bank, its legal address, the names of the founders and the shares they accept, the amount of the initial capital, the activities the bank is authorized to perform. and the conditions under which the Polish Financial Supervision Authority authorizes the bank’s operations and approves the bank’s draft charter and the composition of the bank’s first board. After obtaining permission, the founders of the bank may establish a bank (establish cooperatives, establish a joint stock company) and register it in the National Judicial Register. The bank then prepares for the commencement of operations, which must take place within one year of the issuance of the authorization to establish the bank, otherwise the permit will expire.
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