VASP Regulation in Poland

Poland was one of the first EU countries to officially recognize Virtual Asset Service Provider (VASP) as an independent field of commercial activity.

It initiated legislative measures to register VASPs to give them access to the large-scale domestic and EU market.

Why Poland?

Having significant experience working with the Polish market we, at Manimama OU, believe in the following advantages of VASP registration in Poland:

1. It is easy to obtain VASP authorization and comply with VASP obligations. The procedure for obtaining VASP authorization is much simpler than in other European countries, and the Regulator has created an IT system with the help of which it is easy to fulfill the obligations under Polish legislation.  Moreover, all registration steps can be carried out partially remotely.

2. Number of registered VASPs in Poland. There’s no better argument than statistics. Poland is the 2nd among European countries in the number of registered VASPs. As of 5 June 2024, the Polish VASP register contains information on 1334 companies!!! that have ever received VASP authorization.

3. Ability to serve the European Union market. The Polish VASP can serve all EU citizens if it a) does not conduct an aggressive marketing campaign, and b) does not directly offer its services to such persons.

4. Verification of VASP customers from the amount over 1000 euros. VASPs in Poland are not obliged to verify customers if the amount of deposit, withdrawal, transaction, or exchange is less than 1000 euros, but it should be noted that this applies to customers with whom no business relations are established (the company itself decides in which cases business relations are established, so in practice, it may be speculative).  

Briefly on Regulation of VASPs and Crypto in Poland

VASPs and Crypto in Poland are regulated by the Act on Combating Money Laundering and Terrorist Financing (hereinafter: “AML/CFT Act”). Meanwhile, the following state authorities act as regulators:

1. The Ministry of Finance, which in relation to VASP acts in the person of the Tax Administration Office in Katowice (in Polish “Izba Administracji Skarbowej w Katowicach”). The Tax Administration Office in Katowice verifies the application for authorization as VASPs, enters companies into the VASP register, and issues confirmation certificates.

2. General Inspector of Financial Information (in Polish “Generalny Inspektor Informacji Finansowej”). Regulates VASPs with respect to the enforcement of the AML/CFT Act.

VASP in Poland is a company that can offer such services as: a) exchange between virtual currencies and means of payment (BTC/ETH/NEAR to Euro/Zloty etc.), exchange between virtual currencies (BTC to ETH), intermediation of exchange between virtual currencies and means of payment or virtual currencies (for example, when a company acts as a platform for P2P/B2B transactions in crypto).

Although the AML/CFT Act does not explicitly state that a VASP may offer custodial services, We consider that companies can legally provide such services under Polish VASP, because Polish law does not provide any restrictions or special permission for the custody of virtual assets, such restrictions exist only for means of payment (zloty, euros, pounds), virtual assets are not a means of payment, and in some cases it is not possible to carry out exchanges between virtual assets without custodial storage. In addition, the regulators have not issued any clarification regarding the prohibitions on providing custodial storage for VASP.

Steps to Obtain VASP Authorization in Poland with Us

As a standard, We highlight the following steps for obtaining VASP authorization in Poland (this is a universal scope of work, it can be expanded or narrowed down according to the customer’s wishes):

1. Initial communication with Manimama OU

– Negotiating the terms of cooperation;

– KYC/KYB review of a customer;

– Signing of legal agreement with Manimama OU.

2.  Obtaining a confirmed ePUAP profile

– Obtaining a Polish tax number “PESEL” (obtained completely remotely through our lawyers in Poland, it is required to create an ePUAP profile);

– Obtaining a Polish phone number (this can be done by you or our lawyers in Poland, it is required to create an ePUAP profile);

– Create an ePUAP account and apply for ePUAP account confirmation (ePUAP account is a Polish state IT system that allows you to legally sign documents electronically, it is necessary for setting up a company, applying for VASP authorization, etc.);

– Confirmation of the ePUAP account (this account must be confirmed in person at a) government offices in Poland if you can come to Poland, b) the Polish consulate in your country if you do not want to come to Poland). An ePUAP account is required for all shareholders and directors and, in the case of a legal shareholder, for a representative of this legal shareholder.

3.  Establishment of a company (Limited Liability Company)

– Preparatory stage (collection of the necessary information, e.g. priority company name, checking availability of company name, providing personal information from shareholders and director, etc.). We highly recommend that a company should have at least 2 individual shareholders, in the case of 1 individual shareholder such a person will incur additional significant expenses, due to social security;

– Obtaining prior consent for the use of a Polish address for a future company from a company that professionally provides a virtual Polish address;

– Creation of necessary documents for filing an application to the court that registers companies. 6 documents are created via the Polish electronic IT system S24, namely: company’s articles of association, declaration of shareholders, declaration of the contribution of share capital, declaration that the company is managed by foreigners, declaration of communication, and the application itself;

– Sending the application for company registration and receiving notification of company registration. All registration is fully remote.

4.  Completion of post-registration requirements

– Obtaining a government statement of company data from the system of the registering authority (KRS system);

– Entering into a full-fledged agreement with a virtual address service provider;

– Submission of information to state authorities (Portal Podatkowy) about beneficial owners;

– Filing of NIP-8 and PCC-3 tax forms with the tax authorities in the place of incorporation of the company.

5.  Creating AML/CFT documentation and finding a KYC/KYB provider

Creation of AML/CFT documentation that complies with Polish and EU legislation. Depending on the selected service package, up to 14 documents can be created;

–  Finding a KYC/KYB provider.

6.  Applying for VASP authorization and post-authorization requirement

– Filling in the application for VASP authorization via ePUAP;

– Obtaining a decision on registration of the company as a VASP, entering the company into the VASP register, obtaining a confirming certificate;

– Submitting an application to the Inspector General of Financial Information for the appointment of an AML officer (this can be any employee of the company, there is no requirement to reside in Poland).

7.  Opening a corporate account with EMI, Bank, and/or another VASP

– After VASP registration, We can offer you the service of opening a corporate account with an EMI (Zen, PayDo, etc.) registered in the EU or another VASP (Kraken, Kuna, Whitebit, Bitstamp, Binance, etc.).

The whole process of obtaining VASP authorization in Poland starting from the receipt of a confirmed ePUAP profile by shareholders/directors/representatives (a receipt of the profile depends on the customer, we do not count this step in the general timeframe) can take from 2 weeks to 5 weeks (depends on the workload of the court that registers companies and the Tax Office that processes applications to enter companies in the VASP register).

Is it Reasonable to Register a VASP in Poland in the Run-up to MiCA?

MiCA – carries full regulation of virtual assets in the European Union. The Directive sets strict requirements for VASPs.It is expected to come into force at the end of December 2024. 

At the moment, Poland is considering a draft law to implement the provisions of MiCA. According to this draft law, a transitional period until 31 December 2025 will apply to existing VASPs (i.e. those that will be authorized before the end of December 2024). During this period, existing VASPs can operate under the old rules.

This means that there is still time to obtain authorization in Poland and your Polish VASP will be able to operate under the old rules until the end of 2025. Then we will help you comply with MiCA regulations!

Our Offer 

We have experience in registering VASPs in Poland and will be happy to assist you in obtaining authorization. We will accompany you at every step of registration, advising you on every point.

The content of this article is intended to provide a general guide to the subject matter, not to be considered as a legal consultation. 

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