The Legal Framework for Crowdfunding in Poland

Last Updated: 19.09.2025

Introduction: Crowdfunding in Poland

Crowdfunding has emerged globally as a transformative tool for democratising access to capital. For startups and small and medium-sized enterprises (SMEs), it offers an alternative financing avenue beyond traditional banks or venture capital. In Poland, the rise of crowdfunding prompted a formal legislative response.

A comprehensive framework now governs investment and loan-based crowdfunding for business ventures, integrating the Polish legal system into the broader European crowdfunding landscape.

What is Crowdfunding?

Crowdfunding involves raising small amounts of capital from many people, typically through online platforms. It can take the form of:

• donation based crowdfunding (where contributors expect no financial return)
• rewards or pre-sales,
• loans,
• or equity investments.

Platforms serve as intermediaries between project owners-usually startups or SMEs – and supporters or investors. The appeal of crowdfunding lies in its flexibility, relatively informal process, and its capacity to build an early supporter base.

In the context of business crowdfunding (loans and investments), contributors anticipate a financial return (interest, profit share, or equity stake) rather than merely a token reward or charitable outcome.

Under current law, only business-related crowdfunding is regulated; personal fundraising and donation platforms remain outside the scope of the ECSP (European Crowdfunding Service Provider) regime [Art. 2(2) & Art. 1(3) Reg. 2020/1503].

EU Regulation Crowdfunding and the Polish Crowdfunding Act

Regulation (EU) 2020/1503 of the European Parliament and of the Council of 7 October 2020 on European crowdfunding providers for business ventures (“Regulation 2020/1503”) established a uniform framework for investment- and lending-based crowdfunding across the European Union.

Poland adopted the Act on Crowdfunding for Business Ventures and Borrower Assistance on 7 July 2022. Most provisions took effect on 29 July 2022, with certain obligations deferred to 10 November 2023 (coinciding with the end of the EU transitional period).

Crowdfunding regulations in Poland

The Polish Crowdfunding Act explicitly aims to implement the ECSP Regulation domestically [Art. 1 Polish Crowdfunding Act], setting out specific regulatory requirements for providing crowdfunding services and the organisation of supervision over service providers [Art. 1(1)-(2) Polish Crowdfunding Act].

Crucially, the Act designates the Polish Financial Supervision Authority (Komisja Nadzoru Finansowego, KNF) as the competent authority for authorising and overseeing crowdfunding service providers in Poland.

Importantly, the scope of the EU/Polish framework is restricted to business funding: project owners must act in a business or entrepreneurial capacity (not as consumers), and campaigns exceeding a certain size are excluded.

Crowdfunding offers above EUR 5 millions (calculated over 12 months per project owner) fall outside the ECSP regime and instead activate the prospectus requirements of capital markets law [Reg. 2020/1503 Art. 1(2)(c); Reg. 2020/1503 Art. 3].]

This harmonised limit allows for larger fundraising campaigns while still safeguarding investors through disclosure requirements in a Key Investment Information Sheet rather than a full prospectus.

Crowdfunding Regulatory Requirements in Poland

A. Crowdfunding Providers License in Poland

All crowdfunding service providers (CSPs) facilitating business loan or investment campaigns in Poland must be authorised and licensed by the KNF. Authorisation is granted under the procedure set by the ECSP Regulation [Reg. 2020/1503 Art. 12]. Only legal entities established in the EU (a “legal person”) are eligible to be licensed CSPs. In practice, most applicants incorporate as companies (e.g. a Sp. z o.o. – limited liability company, S.A. – joint-stock company, or P.S.A. – simple joint-stock company).

There is no requirement to be a Polish entity specifically; providers from any EU/EEA state can choose Poland as their home jurisdiction or passport into Poland (see Single Passport below). The KNF, as the national competent authority, vets applications and must decide on authorisation within three months of receiving a complete application [Reg. 2020/1503 Art. 12(8)]. Once licensed, CSPs are subject to ongoing KNF supervision, which includes detailed information reporting obligations and compliance audits.

B. Capital Requirements for Crowdfunding Providers

Licensed crowdfunding platforms must maintain prudential safeguards to ensure financial soundness. The ECSP rules require own funds (capital) or an equivalent insurance/guarantee to be in place. The minimum required amount is €25,000 or a percentage of operating costs, whichever is higher [Reg. 2020/1503 Art. 11]. In practice, a CSP must hold at least €25,000 in Tier 1 capital or professional liability insurance; if one quarter of the platform’s annual fixed overhead expenses exceeds €25,000, then that higher amount is the required capital floor.

These strict rules are intended to ensure the stability and credibility of platforms operating within the financial sector.

C. Operational Scope and Single Passport of CSP

A Polish crowdfunding licence enables the provider to operate across the entire European Economic Area (EEA) under a single passport for the services envisaged under the ECSP Regulation.

Once authorised in one EU country (e.g. by the KNF in Poland), a crowdfunding service provider can offer services in other member states without needing separate local licences.

The CSP must merely notify the home regulator (KNF) and the European Securities and Markets Authority (ESMA) of its intent to passport services to specific host countries, following the procedure outlined in the ECSP Regulation [Reg. 2020/1503 Art. 18-19]. This notification triggers coordination between regulators, and ESMA lists the provider in a public register of authorised CSPs.

Key Restrictions Regarding Crowdfunding in Poland

One notable national restriction introduced by Polish law is a ban on offering shares of Polish limited liability companies (spółka z ograniczoną odpowiedzialnością, or Sp. z o.o.) to the public via crowdfunding platforms.

The Commercial Companies Code was amended to prohibit public offers or advertising / promoting of Sp. z o.o. shares to undefined investors. As of November 10, 2023, only joint-stock companies – whether a traditional public company (S.A.) or the newer simple joint-stock company (P.S.A.) – may conduct equity crowdfunding campaigns in Poland.

This change is significant because Sp. z o.o. is the most common type of company for startups in Poland. The rationale for excluding Sp. z o.o. shares is that they are not freely transferable (transfers typically require notarial deeds and are subject to share registry restrictions), making them unsuitable for crowds of investors.

Transparency and corporate governance standards are also lower in Sp. z o.o. companies compared to S.A. and P.S.A., which must meet capital markets-style requirements.

Consequently, a private company seeking equity from the crowd must either issue securities as a joint-stock company or opt for another instrument. Those startups that remain Sp. z o.o. can still leverage crowdfunding by borrowing (loan crowdfunding) or issuing corporate bonds via platforms, but not by selling equity. Many early-stage companies are now favouring the flexible P.S.A. form (which has minimal capital requirements) to access equity crowdfunding.

Crowdfunding Investors Protection and Disclosure

The regulatory framework places a strong emphasis on crowdfunding investor protection and standardised disclosure, acknowledging that many crowdfunding investors are individuals with limited experience (termed non accredited investors or “non-sophisticated investors” in the regulation). Key investor-centric measures include:

Key Investment Information Sheet (KIIS):

For every crowdfunding offering, the project owner must produce a plain-language disclosure document summarising the project, the securities or loan terms, risks, and fees. This KIIS must be provided to all prospective investors before they invest [Reg. 2020/1503 Art. 23]. It serves as a mini-prospectus (maximum 6 pages) that provides investors with essential information and a clear warning regarding possible loss of money. In Poland, the KNF exercises a national option to require advance filing of the KIIS – platforms must submit the KIIS to the KNF at least 7 business days before making it public to investors. This allows the regulator to review the document for compliance. Providing false or misleading information in the KIIS carries serious consequences (including potential criminal liability) [Art. 39 Polish Crowdfunding Act].

Risk Warnings and Cooling-off Period:

Platforms must ensure that all information and marketing materials presented to investors are fair, clear, and not misleading. Retail (non-sophisticated) investors have a 4-day reflection period (cooling-off period) after making an investment commitment, during which they can revoke their investment without penalty [Reg. 2020/1503 Art. 22].

This cooling-off period is automatic – if a retail investor changes their mind within 4 calendar days, they can withdraw their investment offer, providing a layer of protection against impulsive decisions.

Additionally, if a non-sophisticated investor plans to invest above a certain amount (either €1,000 or 5% of their net worth, whichever is higher), the platform must implement additional safeguards. These include an entry knowledge test to assess the investor’s understanding of crowdfunding risks and a simulation of their ability to bear loss (e.g. what if 10% of their net worth is lost) [Reg. 2020/1503 Art. 21].

If the investor fails the test or does not acknowledge the risk warnings, the platform will issue a warning and restrict investment functionality for that investor until they consent to proceed informedly.

Investor Classification:

In accordance with MiFID principles, investors are classified as either non-sophisticated or sophisticated. Sophisticated (professional) investors – such as institutions or high-net-worth individuals who meet certain criteria – are exempt from some protective measures (such as the knowledge test or investment limits). Non-sophisticated investors benefit from the full range of protections, including the cooling-off period and more detailed risk disclosures [Reg. 2020/1503 Art. 21(5)-(6)].

Transparency and Reporting:

Crowdfunding platforms must publicly disclose their track records and platform statistics to assist investors in making informed choices. For example, a platform is required to publish its annual default rate on loans facilitated over at least the past 36 months.

They must also produce an “outcome statement” each year, summarising the performance of crowdfunding projects funded through the platform (e.g. success rates, defaults, returns). Such disclosures enable investors to assess the platform’s performance and reliability. Moreover, all fees charged to investors or project owners must be transparent, and any potential conflicts of interest must be revealed.

Conflict of Interest Rules:

Platforms and their management are subject to stringent conflict of interest provisions. A CSP cannot compensate its employees or agents for directing investors towards a specific project (no biased financial incentives). More significantly, the platform itself and its officers must not invest in offers on their own platform [Reg. 2020/1503 Art. 8], nor may they accept project owners who are related parties (unless this is fully disclosed to users). Furthermore, platforms must have procedures for managing client complaints and preventing any misuse of investor funds.

Overall, the regulatory framework is designed to foster trust: investors benefit from standardised information, the ability to reassess investments, and a supervised environment where fraudulent behaviour incurs legal penalties. The Polish Crowdfunding Act supports these protections with civil and criminal liability for breaches.

For example, running a crowdfunding offer without publishing the required KIIS can lead to fines or even imprisonment [Art. 40 Polish Crowdfunding Act], and improper use of insider information or breach of professional secrecy is also penalised [Art. 41 Polish Crowdfunding Act].

Financial and Administrative Obligations of Crowdfunding Platforms

A. Licensing Fee

Obtaining a crowdfunding licence from the KNF requires payment of a one-off authorisation fee. The fee for a full-scope ECSP licence is capped at the PLN equivalent of €4,500 [Art. 31 Polish Crowdfunding Act]. (If a platform applies for a narrower licence – e.g. only loan facilitation or only investment without certain ancillary services – the fee may be proportionately lower, with exact amounts to be specified by the Ministry of Finance in a regulation.)

B. Annual Supervision Fee

Licensed crowdfunding providers must also pay an annual supervisory fee to fund the ongoing oversight by the KNF. The annual fee is calculated as up to 0.5% of the platform’s average annual revenue from crowdfunding services over the past three years, with a minimum of €750 (in PLN equivalent) per year [Art. 32(1) Polish Crowdfunding Act].

In practice, the KNF will determine the exact percentage (not exceeding 0.5%) through secondary regulation or individual assessment, and the fee cannot fall below €750, regardless of revenue.

C. Reporting Duties

Crowdfunding service providers are subject to regular reporting requirements to maintain transparency and enable effective supervision. Providers must submit periodic reports (likely annually and quarterly) regarding their financial condition and the activities conducted on the platform, as well as ad hoc reports relating to any material events that could affect their stability or investors’ interests.

The precise scope and frequency of these reports will be outlined in a regulation, but they will encompass data on funded projects, default rates, platform revenue, and compliance with prudential requirements. Furthermore, if certain risk thresholds are breached or if there are changes in governance, the platform may need to promptly notify the KNF.

Sanctions and Enforcement

The Polish Crowdfunding Act grants the KNF robust enforcement powers to ensure compliance with both national law and the directly applicable ECSP Regulation. If a crowdfunding provider breaches its obligations or operating rules, the KNF can undertake a range of actions, including:

Suspending Operations or Offers:

The regulator may suspend the platform’s crowdfunding services or halt specific ongoing crowdfunding offers if irregularities are detected.

Monetary Fines:

The KNF may impose administrative fines of up to PLN 2,250,000 or 5% of the CSP’s annual turnover, whichever amount is greater (however, if 5% of turnover exceeds PLN 2.25 million, then that 5% limit applies) [Art. 33(1) Polish Crowdfunding Act].

These fines may be applied per violation and, in serious cases, cumulatively with other measures. The Act even allows the fine to be double the benefit gained from the violation, if that can be calculated [Art. 33(4)]. Such penalties create a strong deterrent against misconduct.

Remedial Orders:

The KNF can issue orders to cease and desist from the offending conduct and to undertake remedial actions. It may also require the provider to remove or replace managers responsible for serious or repeated breaches [Art. 34(1)(2)–(4) Polish Crowdfunding Act]. For example, the KNF can demand that a board member who oversaw violations be dismissed and even temporarily suspend that individual from their duties. The regulator can also ban such individuals from holding management functions in any CSP for a specified period [Art. 34(1)(4)].

Public Warnings:

In the interest of market transparency, the KNF may publicly announce its enforcement actions. It may publish the fact that a certain provider has been sanctioned, including the nature of the breach and the identity of the firm (after the decision is final) [Art. 33(6)-(7) Polish Crowdfunding Act]. The KNF maintains a list of unauthorised firms and public warnings on its website. This reputational sanction can significantly damage a platform’s credibility, thereby further incentivising compliance.

License Revocation:

Although not explicitly listed in the Act’s sanctions article, a severe consequence for non-compliance is the revocation of the CSP’s licence (authorisation can be withdrawn if the conditions of authorisation are no longer met or the law is significantly breached, per Reg. 2020/1503 Art. 17).

A withdrawn licence means the platform must wind down its business – the Polish Act stipulates that in such cases the CSP may only carry out actions necessary to terminate ongoing contracts and must transfer ongoing projects to another provider if possible [Art. 22 Polish Crowdfunding Act].

In addition to administrative sanctions imposed by the KNF, the law also establishes criminal penalties for certain violations to underscore their seriousness. Operating a crowdfunding platform without the necessary licence constitutes a criminal offence, incurring a fine of up to PLN 5,000,000 for the individuals responsible [Art. 37(1) Polish Crowdfunding Act].

Similarly, anyone who knowingly submits false information or conceals true information in a KIIS (the key information document) may face up to 5 years’ imprisonment and/or a fine of up to PLN 5 million [Art. 39 Polish Crowdfunding Act]. Conducting a loan-type crowdfunding offer without making the KIIS publicly available is punishable by a fine of up to PLN 10,000,000 or 2 years’ imprisonment [Art. 40 Polish Crowdfunding Act].

Transition Period and Practical Impact

The introduction of the new regime included a grace period to allow existing platforms to adjust. During the transitional period (which, in practice, was extended to 10 November 2023 under EU law), crowdfunding platforms in Poland could continue operating under the old, fragmented rules without a KNF licence.

By the deadline, however, any platform that failed to obtain an ECSP licence had to cease operations or face enforcement. As of 2025, the transition is over: the market now consists solely of authorised crowdfunding providers (whether licensed by Poland or another EU country under passporting).

This regulatory overhaul has had a significant practical impact on the Polish crowdfunding landscape, presenting both opportunities and challenges:

Challenges and Concerns:

Conversely, the new regime has introduced stricter controls that some argue diminish the flexibility that characterised Polish crowdfunding in its early years. Compliance costs have escalated, which can burden smaller platforms. Some local operators have struggled with the administrative and financial demands of licensing (e.g. preparing detailed application documents, raising capital to meet the €25k requirement, installing new IT and reporting systems to satisfy KNF).

Consequently, a few niche platforms have either shut down or been acquired by larger entities, leading to market consolidation. The exclusion of Sp. z o.o. companies from equity crowdfunding is another contentious issue. While this protects investors (by directing them towards securities of S.A./P.S.A. companies that offer clearer rights), it also imposes additional legal hurdles for many startup founders who must convert their company structure to qualify for crowdfunding.

Moreover, the investor onboarding process on platforms is now more complex (due to appropriateness tests and disclosures), which could introduce friction and discourage casual investors. Some crowdfunding enthusiasts are concerned that the tighter regulations might stifle the “crowd” aspect, favouring slightly more sophisticated investors and projects that can absorb the compliance costs, thereby altering the market’s character.

Structure of Permitted Crowdfunding Service

Under the ECSP framework and Polish law, licensed crowdfunding platforms can offer a defined range of services related to facilitating investments in business ventures. These include:

Loan Crowdfunding:

Facilitating loans between investors (lenders) and project owners (borrowers). The platform enables numerous lenders to collectively fund a loan to a business, and it manages matchmaking, loan agreements, and processing of repay obligations.

Investment (Equity or Debt) Crowdfunding:

Facilitating the offer of transferable securities or admitted investment instruments issued by project owners to investors. In practice, this means platforms can host equity offerings (shares) from eligible companies or bond issuance campaigns.

As noted, equity offers are restricted to S.A. or P.S.A. companies – shares of Sp. z o.o. are not permitted in public crowdfunding [Art. 79^1 §3 Commercial Companies Code]. Typical equity crowdfunding campaigns involve the platform listing a startup’s shares for subscription by investors in exchange for ownership stakes.

Debt securities (such as simple corporate bonds or revenue-sharing notes) can also be offered. All such investment offers must adhere to the €5 million cap and include a KIIS rather than a full prospectus (leveraging the prospectus exemption).

The platform’s role is primarily the placement of securities without a firm commitment (i.e. not underwriting with guarantee) [Reg. 2020/1503 Art. 2(1)(a) and Art. 2(1)(b)], connecting investors who wish to buy securities with businesses seeking capital.

Ancillary Services:

Crowdfunding platforms are permitted to provide certain investment-related services that support crowdfunding transactions. Notably, a CSP may receive and transmit orders from investors concerning the crowdfunding offers (similar to a broker’s role, but limited to the scope of the platform).

They may also offer individual portfolio management of loans, meaning the platform can automatically allocate a client’s funds across multiple loan projects according to a preset strategy (however, if a platform wishes to offer this auto-invest feature for loans, Polish law requires a 3-month prior notification to the KNF [Art. 15 Polish Crowdfunding Act] to ensure oversight).

Additionally, platforms can carry out a form of “placement lite” or underwriting – they may assist issuers in structuring an offer and even arranging for the take-up of unsold securities without guaranteeing the outcome (they cannot assume firm underwriting risk without a separate licence).

Bulletin Board (Secondary Market Facilitation):

Uniquely, the ECSP Regulation permits CSPs to operate a bulletin board on their platform for informal secondary trading of crowdfunded securities.

This means a platform can host a section where investors post indications that they wish to sell or buy securities originally issued via that platform.

The bulletin board can list these interests and even display reference prices, provided that actual trades are not automatically matched by the platform (it must not become a full exchange or multilateral trading facility).

Essentially, any transfer resulting from the bulletin board must be executed bilaterally outside the platform. This feature, now being adopted by certain platforms, offers investors a degree of liquidity – they aren’t necessarily locked in until an exit event but can seek buyers for their stake.

Polish platforms may implement such boards within the confines of Art. 25 of the Regulation, which ensures the bulletin board remains a bulletin (advertisement space) and not an organised trading venue. For investors, this serves as a valuable addition: it creates a potential resale channel for their investments, addressing one of the historical drawbacks of crowdfunding (illiquidity).

All permitted services must be provided through a public online platform (typically a website or app) that is easily accessible. The platform’s interface should comply with comprehensive regulatory technical standards (RTS) issued by the European Commission, addressing aspects such as the display of risk warnings, the reporting of data, and the logging of communications with investors.

Platforms must implement measures to safeguard client funds. They are also required to maintain continuity plans in the event they cease operations – for example, arranging a secure transfer of any active loan servicing to another entity, ensuring that investors are not adversely affected if a platform goes out of business [Reg. 2020/1503 Art. 12(2)(h) and Art. 12(3)].

Crowdfunding in Poland: Legal Summary and Outlook

The EU’s ECSP Regulation and Poland’s Crowdfunding Act have transformed crowdfunding in Poland by professionalizing the sector, enhancing investor protection, and integrating with European capital markets.

The new regulatory framework imposes stricter controls on platforms while enabling cross-border growth and legitimacy. International investors can now benefit from unified EU rules, with platforms licensed by the KNF and harmonized investment limits and disclosure standards. Investors receive protections such as standardized information and cooling-off rights.

Additionally, the single passport system allows Polish startups access to a Europe-wide investor pool, improving campaign success rates and facilitating foreign investment in Poland’s startup ecosystem.

Entrepreneurs and SMEs can raise up to €5 million in a year from the public, providing substantial growth potential, but must comply with legal requirements by preparing a clear KIIS and potentially converting to a joint-stock company if offering equity. Platform operators face the challenge of aligning innovative business models with financial regulations.

Those that adapt now operate in a market similar to traditional capital markets in terms of integrity and oversight. Early evidence shows a net positive effect: while some smaller players have exited, established platforms benefit from increased investor trust and interest from institutional partners due to licensing credibility.

In conclusion, Poland’s crowdfunding framework effectively balances investor security and market development, creating a competitive environment for EU crowdfunding service providers. This fosters confidence among investors in due diligence, transparency, and legal recourse.

With the KNF’s oversight, crowdfunding is likely to become a stable part of Poland’s financial ecosystem, directing capital to innovative ventures while protecting investor interests. The current framework presents significant opportunities, and with continuous oversight, the Polish crowdfunding sector is set to thrive as a secure and accessible investment option.