Can an entity applying for the status of a national payment institution (KIP) introduce changes to the business model before obtaining authorization granted by Polish Financial Supervision Authority (PFSA, PL: KNF)?
Completing the application documentation when applying for the KIP status is difficult – it is a long and tedious process that requires a systematic approach and comprehensive care, especially in legal aspects. Therefore, it is not surprising that entrepreneurs are afraid of any changes in their operating model in the period between submitting the application and obtaining the authorisation as KIP. As a rule, they are driven by a rational fear that the application will be dismissed, or at least that its examination by the PFSA will be excessively long. One of such changes is the entry into the commercial company of a shareholder with a significant block of shares (min. 10%).
Art. 61 (2) of the Payment Services Act provides that the applicant and the payment institution after obtaining the permit, immediately notify the PFSA of a change significantly affecting the accuracy of information and documents attached to the application.
Therefore, in the event of a shareholder entering the company with a minimum block of 10% of shares in the share capital, the PFSA should be notified immediately of this fact. In practice, such information will affect the scope of statements attached to the application and those elements of the application documentation where the structure of shares in the company is mentioned (in particular the program of activities).
In practice, it should be sufficient for the applicant to provide, in particular: (i) a certificate of clean criminal record of the new shareholder, (ii) information that allows to assess whether the new shareholder guarantees prudent and stable management of the payment institution (in practice, this will usually be a truthful statement with appropriate content), (iii) information on the business activity conducted by the shareholder, (iv) information whether the shareholder is subject to supervision by competent authorities, (v) information on where the funds to cover the share capital come from. The scope of additional documents and information may be extended if the new shareholder turns out to be a legal entity with a more complex structure and history of operations.
As a rule, updating the above information does not affect the validity of the initial application for the KIP status, and the immediate presentation of relevant documents that do not raise any doubts of the PFSA should not significantly delay the examination of the application.
We encourage you to use the services of our Law Firm in the field of legal services for the process of obtaining KIP authorisation ([email protected]).
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