TerraLex Guide to Anticorruption Legislation

1996

The applicable anticorruption legislation in Poland includes, in particular:

• the Criminal Code of 6 June 1997,
• the Criminal Fiscal Code of 10 September 1999,
• the Election Code of 5 January 2011,
• the Commercial Companies Code of 15 September 2000,
• the Accounting Act of 29 September 1994,
• the Act of 29 January 2004 on Public Procurement,
• the Act Of 29 July 2005 on Trading in Financial Instruments,
• the Act of 1 March 2018 on Combating Money Laundering and the Financing of Terrorism,
• the Act of 28 October 2002 on Liability of Collective Entities for Unlawful Conduct,
• the Act of 9 June 2006 on the Central Anti-Corruption Bureau,
• the Act of 27 June 1997 on Political Parties,
• the Act of 21 August 1997 on Limitation of Conducting Business Activity by Persons Performing Public Functions,
• the Act of 21 July 1990 on the Refund of Benefits Unduly Obtained at the Expense of State Treasury and Other State Entities,
• the Act of 16 April 1993 on Combating Unfair Competition,
• the Act of 16 February 2007 on Competition and Consumer Protection, and
• the act of 14 June 2024 on Whistleblower Protection.

Active and passive bribery, acceptance of, giving or promising a benefit, paid protectionism, misfeasance and failure to fulfill the obligation, forgery and counterfeiting of documents, fraud (including security, account, wire, computer, and government-contracting fraud), embezzlement, insider trading, mismanagement, venality, money laundering, bid rigging, tax offences (including VAT fraud), election corruption, damage to the public treasury, market manipulation, drug trafficking, favoring certain undertakings or certain products, abuse of office, illegal use of business secrets, and other anti-competition offences are prohibited.

Yes (see, articles 228 § 6 and 229 § 5 of the Criminal Code).

Yes (see, article 296a of the Criminal Code).

No.

Yes. The basis for the corporate liability can be found in the act on Liability of Collective Entities for Unlawful Conduct, according to which the collective entity (here, the corporation) can be held liable for an offence committed by a natural person who:

• acts on behalf of and in the name of the collective entity under the authority or duty to represent it, to make decisions in its name and/or to exercise internal control, or whenever such person abuses their authority or neglects their duty;
• is allowed to act as the result of the abuse of the authority or neglect of the duty by such person;
• acts in the name of or on behalf of the collective entity, with the consent of or with the knowledge of such person (for instance, the holder of a commercial proxy); and
• is an entrepreneur who directly cooperates with the collective entity toward the realization of a legally admissible purpose,

and, following the territorial principle, this is regardless of whether that person is a Polish citizen or a foreigner.

Yes. Under the general rule, Polish criminal law applies to an offender who commits a prohibited act in the Republic of Poland, or on a Polish vessel or aircraft, unless the Republic of Poland is a party to an international agreement stating otherwise. Whereas, when it comes to the acts committed abroad, Polish criminal law applies only if this act is also recognised as an offence by the law in force where it was committed.

Notwithstanding the provisions in force in the place where an offence is committed, Polish criminal law applies to a Polish national or a foreigner who commits:

• an offence against the internal or external security of the Republic of Poland;
• an offence against Polish offices or public officials;
• an offence against Poland's material economic interests;
• an offence of false testimony made before a Polish office; or
• an offence from which a material benefit was gained, even if indirectly, in the Republic of Poland.

Regardless of regulations in force in the place where the offence was committed, Polish criminal law applies to a Polish national, or to a foreigner for whom no decision on extradition has been taken, in respect of an offence committed abroad, which the Republic of Poland is obliged to prosecute under international agreements.

In the abovementioned cases, the Polish authorities are entitled to initiate and conduct criminal proceedings. However, the Polish authorities may conduct their activity only on Polish territory. Any action that should be carried out on foreign territory requires a motion for legal aid.

If there are differences between Polish criminal law and the law in force where an offence is committed, when applying Polish law the court may take these differences into account in favor of the offender.

Under the Act on Liability of Collective Entities for Unlawful Conduct, the criminal liability of the collective entity derives from the criminal liability of the individual, and not vice versa.

However, it should also be noted that under Article 296 of the Criminal Code, anyone who, while under a legal obligation, a decision of an appropriate authority or a contract to manage the property or business of an individual, a company, or an organizational unit without legal personality, by abusing the authority vested in him, or by failing to perform his duties, inflicts substantial damage shall be held liable on that account.

The same applies to the acts of bribery, committed by the managers of a legal entity, as specified in Article 296a of the Criminal Code.

Also, under Article 9 § 3 of the Criminal Fiscal Code, a person who, under a provision of law, a decision of the pertinent authority, an agreement, or as a result of actual performance, deals with business matters of a legal person or other entity, shall be liable for fiscal offences as an offender.

Towards directors: fines, imprisonment, restriction in freedom, deprivation of public rights, prohibition to holding a position, prohibition to practice profession, prohibition to carry out economic activities.

Towards corporations: financial penalties, forfeiture of goods, ban on advertising, ban on an application for subsidies and other public financial help, ban on applying for help from international organizations, ban on participation in public tenders, public disclosure of the judgment.

Yes, in Poland, companies can be held liable for corruption offences even though the offence is always committed by a natural person.

The corporate liability is separate from the criminal liability of the individual and can be imposed under specific conditions.

A company may be held liable if the following conditions are met:

1. A prohibited act (a crime or fiscal offence) has been committed that is listed as one of the offences giving rise to corporate liability under Polish law.
2. The act was committed by a person associated with the entity, such as a member of its governing body, proxy, employee, contractor, or someone acting on its behalf or in its interest.
3. The entity gained or could have gained a benefit from the offence.
4. The commission of the offence by the individual has been confirmed by a final court judgment (except in cases concerning environmental crimes, where such confirmation is not required).
5. The offence resulted from the fault of the corporate entity, for example, due to improper organization, poor selection of the individual involved, or inadequate supervision.

This regime is set out in the Act of 28 October 2002 on Liability of Collective Entities for Unlawful Conduct and aims to ensure that companies implement appropriate compliance mechanisms and exercise due diligence in their operations.

In Poland, while there is no general obligation for all companies to implement broad compliance programs, legal requirements to establish preventive measures do exist in certain contexts.

Most notably, as of 25 September 2024, the law implementing the EU Whistleblower Protection Directive became effective in Poland, through the Act of 14 June 2024 on the Whistleblowers Protection. This legislation requires companies with at least 50 employees to establish internal reporting channels and whistleblowing procedures to allow employees and other stakeholders to report legal violations safely and confidentially.

Failure to comply with this law can result in significant sanctions, including:

• fines,
• restrictions of liberty, or
• imprisonment of up to three years for individuals acting on behalf of the employer who obstruct whistleblowing or retaliate against whistleblowers.

In regulated sectors such as finance, insurance, and public procurement, additional compliance-related obligations apply, such as implementing risk management and anti-corruption controls.

Even outside these formal requirements, the absence of effective compliance mechanisms (e.g., internal controls, due diligence procedures) can negatively affect a company's legal position. Under the Act of 28 October 2002 on Liability of Collective Entities for Unlawful Conduct, a lack of preventive measures may be seen as a fault of the company, potentially leading to financial penalties, reputational harm, or exclusion from public tenders.

Proactively implementing compliance systems and whistleblowing mechanisms is not only a matter of legal compliance but also a critical tool in mitigating organizational risk.

Yes. In Poland, while there is no formal statutory provision that automatically treats the existence of a compliance program as a mitigating circumstance, in practice, the presence of an effective compliance system may reduce the liability of a company under the Act of 28 October 2002 on Liability of Collective Entities for Unlawful Conduct.

Courts and prosecutors can take into account whether a company:

• had internal controls and procedures in place to prevent the offence,
• conducted due diligence in selecting and supervising personnel,
• promptly responded to detected irregularities (e.g., internal investigations, remediation),
• cooperated with authorities during the investigation.

A well-functioning compliance program can demonstrate that the company exercised due care and did not act with organizational fault, which is one of the conditions for establishing corporate liability. Therefore, although not automatically exculpatory, a compliance program can be an important factor in reducing penalties, influencing the decision not to prosecute the entity at all, or helping avoid reputational and financial consequences.

Polish law does not currently provide a formalized corporate settlement mechanism for corruption offences akin to deferred prosecution agreements (DPAs) known from jurisdictions like the U.S. or the U.K.

However, certain procedural tools can serve similar practical purposes, including:

• Voluntary disclosure and cooperation: Companies that report irregularities early, cooperate with law enforcement, and provide evidence can influence prosecutorial decisions, potentially avoiding or reducing sanctions.
• Plea bargaining, known as "voluntary submission to a penalty" (pl. dobrowolne poddanie się karze): Available under the Code of Criminal Procedure of 6 June 1997, this allows the accused (including entities) to propose a penalty in agreement with the prosecutor, subject to court approval.

In 2022, a bill was introduced to amend the Act of 28 October 2002 on Liability of Collective Entities for Unlawful Conduct, aiming to enhance corporate liability frameworks. This proposal included provisions for plea bargaining mechanisms for companies, allowing for negotiated settlements in cases of corporate misconduct. The proposed changes sought to streamline the process of holding companies accountable and to encourage self-reporting and cooperation with authorities. However, this bill has not yet been enacted into law.

Therefore, while discussions and legislative efforts are underway to introduce formal corporate settlement procedures, as of now, such mechanisms remain unavailable in Poland. Companies must rely on existing legal provisions and informal cooperation to mitigate potential liabilities in corruption cases.