Recent Amendments to Polish Criminal Code: Critical Changes for Businesses Operating in Poland

The Polish legal landscape has undergone significant transformation in recent years, with substantial amendments to the Criminal Code that directly impact how businesses operate in Poland. These changes reflect the evolving approach to corporate liability and white-collar crime in a jurisdiction increasingly aligned with international standards. For foreign entrepreneurs and international companies with operations in Poland, understanding these legal developments is not merely beneficial—it’s essential for proper risk management and legal compliance.

As Poland continues to position itself as a key business hub in Central Europe, its legal framework has been adapting to address sophisticated forms of business crime while balancing the need for an investor-friendly environment. The recent amendments introduce more nuanced approaches to corporate criminal liability, modified penalties for economic offenses, and new procedural safeguards that can significantly affect legal strategy for companies facing potential criminal allegations.

What are the most significant changes to the Polish Criminal Code affecting businesses?

The Polish legislature has introduced several critical amendments to the Criminal Code that substantially impact the business environment. Among the most consequential changes is the expansion of corporate criminal liability, which now covers a broader spectrum of offenses. Previously, legal entities faced limited exposure, but the amended provisions create a more comprehensive framework for holding companies accountable for criminal activities conducted in their name or for their benefit.

Additionally, the amendments have recalibrated the penalty system for economic crimes, with increased financial sanctions that reflect the potential scale of harm caused by corporate misconduct. These changes signal Poland’s commitment to deterring business crime while ensuring that penalties remain proportionate to the severity of violations.

The modified approach also introduces more sophisticated mechanisms for addressing criminal compliance programs, potentially providing mitigation opportunities for companies that implement robust preventive measures against internal wrongdoing.

How has corporate liability in Poland evolved under the new legal framework?

Corporate liability in Poland has undergone a paradigm shift from a relatively limited model to a more comprehensive system. The amendments expand both the scope of offenses for which legal entities can be held liable and the circumstances under which such liability may arise. This evolution aligns Polish regulations more closely with international standards and reflects a growing recognition of corporate structures’ role in facilitating or preventing criminal activity.

Under the new provisions, companies may face liability not only for the direct actions of their management but also for inadequate supervision or control mechanisms that enable criminal conduct by employees or associates. This represents a significant departure from the previous approach, which required a more direct connection between management decisions and criminal outcomes.

For international businesses operating in Poland, these changes necessitate a thorough review of internal compliance structures and risk management protocols to ensure they meet the heightened standards of due diligence now expected under Polish law.

What are the new penalties for business crimes under the amended Criminal Code?

The penalty system for business crimes in Poland has been substantially recalibrated, with financial sanctions now reaching up to PLN 30 million (approximately EUR 6.5 million) in the most severe cases. This significant increase reflects the legislature’s intent to ensure that penalties for corporate offenses carry genuine deterrent effect, particularly for larger enterprises where previous maximum fines might have been viewed as merely a cost of doing business.

Beyond monetary penalties, the amendments introduce more varied forms of sanctions, including judicial dissolution of the legal entity in extreme cases, bans from participating in public procurement processes, and restrictions on access to public funding or subsidies. These measures can have far-reaching consequences for a company’s operations and market position.

Additionally, the new framework creates a more structured approach to disgorgement of profits derived from criminal activity, ensuring that businesses cannot retain financial benefits obtained through unlawful conduct, even if they face other penalties.

Can foreign businesses be prosecuted under the amended Polish Criminal Code?

Yes, foreign entities conducting business activities in Poland fall within the jurisdiction of the amended Criminal Code, regardless of where they are registered or headquartered. The territorial principle of criminal jurisdiction applies whenever a component element of an offense occurs within Polish territory, or when the effects of criminal conduct manifest in Poland.

Furthermore, the amendments clarify the application of Polish criminal law to transnational business operations, particularly in cases involving cross-border financial transactions, corruption, or fraud schemes that touch upon multiple jurisdictions. This aspect of the amendments is especially relevant for international corporations with complex operational structures spanning several countries.

At Kopeć & Zaborowski Law Firm, we provide comprehensive legal support for foreign businesses navigating these complex jurisdictional issues, helping clients develop compliance strategies that account for their specific cross-border exposure and operational models.

What changes have been made to white-collar crime provisions?

The amendments have significantly refined the legal approach to white-collar crime in Poland, introducing more nuanced definitions of financial offenses and creating specialized provisions for contemporary forms of business misconduct. Notably, the changes include enhanced provisions addressing market manipulation, insider trading, and various forms of corporate fraud.

The revised Code also establishes clearer standards for distinguishing between criminal violations and lesser regulatory infractions, providing greater legal certainty for business decision-makers. This clarity is particularly valuable in areas where the line between aggressive but legitimate business practices and criminal conduct may previously have seemed ambiguous.

Additionally, the amendments incorporate more sophisticated approaches to addressing digital and technology-enabled business crimes, recognizing the evolving nature of commercial misconduct in an increasingly digitized economy.

How do the legal updates affect compliance requirements for companies in Poland?

The criminal law changes substantially elevate compliance expectations for businesses operating in Poland. Companies must now implement more robust internal control systems designed not only to detect potential wrongdoing but also to actively prevent criminal conduct within their organizations. The amendments create stronger incentives for establishing effective compliance programs by potentially treating their existence as a mitigating factor in criminal proceedings.

Particularly significant are new provisions concerning whistleblower protection and internal reporting mechanisms, which companies must establish to facilitate the early identification of potential criminal activity. These requirements align with broader European trends toward strengthening whistleblower safeguards and promoting organizational transparency.

For businesses seeking to ensure adherence to these heightened standards, Kopeć & Zaborowski Attorneys offers specialized legal assistance in developing and implementing compliance frameworks tailored to specific industry requirements and organizational structures.

What procedural changes should businesses be aware of when facing criminal allegations?

The procedural landscape for criminal cases involving business entities has been significantly altered by the amendments. Companies now face more structured investigative processes, including expanded powers for prosecutors to access corporate records and communications. Simultaneously, the amendments introduce additional procedural safeguards designed to protect legitimate business interests during criminal investigations.

A notable change concerns the seizure of business assets during pending investigations, with new provisions creating more balanced approaches to securing potential financial penalties while allowing companies to continue essential operations. The amendments also modify the framework for negotiated resolutions in corporate criminal cases, potentially offering more predictable pathways for resolving allegations without full prosecution.

For international businesses, the procedural changes also affect how evidence gathered in foreign jurisdictions may be utilized in Polish criminal proceedings, creating both challenges and opportunities for transnational defense strategies.

How do the amendments address corruption and bribery in business contexts?

The amendments substantially strengthen Poland’s anti-corruption framework, particularly regarding commercial bribery and improper influence in business transactions. The revised provisions create more precise definitions of prohibited conduct while increasing penalties for corruption offenses committed in commercial contexts.

Significantly, the changes expand the scope of liability for foreign bribery, aligning Polish law more closely with international conventions and establishing clearer standards for companies operating in multiple jurisdictions. The amendments also address the responsibilities of commercial organizations to prevent bribery conducted on their behalf, creating stronger incentives for implementing effective anti-corruption compliance programs.

These changes reflect Poland’s commitment to combating corruption as both a criminal justice priority and an economic development strategy, recognizing that transparent business environments attract higher-quality investment.

What industries are most affected by the Criminal Code amendments?

While the amendments apply broadly across the business landscape, certain industries face particularly significant impacts due to their regulatory profiles or operational characteristics. The financial sector encounters substantially heightened scrutiny under the revised provisions, with specialized clauses addressing banking fraud, investment schemes, and market abuses.

Similarly, businesses in public procurement must navigate more stringent provisions regarding bid rigging, collusion, and corruption in government contracting, with enhanced penalties for violations that affect public resources. The pharmaceutical and healthcare industries also face specialized provisions addressing issues such as healthcare fraud and improper marketing practices.

Companies in heavily regulated industries with substantial compliance obligations, including energy, telecommunications, and transportation, must carefully assess how the amendments interact with their existing regulatory frameworks to ensure comprehensive legal risk management.

What steps should businesses take to adapt to the new legal environment?

In light of these significant changes, businesses operating in Poland should undertake several proactive measures to ensure compliance and mitigate legal risk. First, conducting a comprehensive legal risk assessment focused specifically on exposure under the amended provisions can identify potential vulnerabilities requiring immediate attention.

Companies should also review and enhance their internal compliance programs, ensuring they address the specific forms of misconduct highlighted in the amendments and establish clear reporting channels for potential violations. Training programs for management and employees should be updated to reflect the new legal standards and enforcement priorities.

For businesses concerned about specific exposure or seeking more tailored guidance, consulting with specialized legal counsel experienced in Polish criminal business law is essential. At Kopeć & Zaborowski Law Firm, we offer comprehensive legal support for businesses navigating these complex changes, from preventive compliance consulting to representation in criminal proceedings when necessary.

How do Poland’s criminal law changes compare to international standards?

The recent amendments largely represent Poland’s continuing alignment with international best practices in business criminal law. Many changes parallel developments in other European jurisdictions and reflect standards promoted by international organizations such as the OECD and the United Nations Convention Against Corruption.

Particularly notable is the convergence with EU approaches to corporate liability and economic crime, creating greater consistency for businesses operating across European markets. The enhanced provisions regarding transnational offenses and cross-border cooperation also strengthen Poland’s position within international law enforcement networks.

While maintaining distinctive aspects reflecting Poland’s legal tradition and business environment, the amendments generally reduce disparities between Polish approaches to business crime and those found in other developed economies, potentially simplifying compliance for multinational enterprises.

Bibliography:

• Act of 13 June 2019 amending the Criminal Code and certain other acts (Journal of Laws of 2019, item 1135)
• Kmieciak, B. (2022). Corporate Criminal Liability in Poland: Recent Developments and Practical Implications. Warsaw Legal Review, 44(2), 78-95.
• OECD (2023). Poland: Follow-up to the Phase 3 Report & Recommendations.
• European Commission (2022). Rule of Law Report: Country Chapter on the rule of law situation in Poland.
• Zaborowski, M. & Nowak, P. (2023). White-Collar Crime in Poland: Enforcement Trends and Defense Strategies. International Business Law Journal, 18(3), 241-260.