The following guidance serves to assist companies applying to the KNF for the approval of: 

• prospectuses,  
• registration documents,  
• ecurities notes. 

The guidance has been prepared based on the following legislation: 

• Act of 29 July 2005 on public offering, conditions governing the introduction of financial instruments to organised trading, and public companies (hereinafter: ‘Act on public offering’), 
• Administrative Procedure Code,
• Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market and repealing Directive 2003/71/EC (hereinafter: ‘Regulation 2017/1129’),
• Commission Delegated Regulation (EU) 2019/980 of 14 March 2019 supplementing Regulation (EU) 2017/1129 of the European Parliament and of the Council as regards the format, content, scrutiny and approval of the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Commission Regulation (EC) No 809/2004 (hereinafter: ‘Regulation 2019/980’).

Administrative proceedings in respect of approval of a prospectus  

The form of the procedure for the approval of a securities note  

The proceedings may be conducted in a traditional form (i.e. paper and electronic form) laid down in accordance with Article 39 of the Administrative Procedure Code or fully in electronic form as referred to in Article 39¹ of the Administrative Procedure Code. The issuer has the right to decide on the form of the proceedings. The form of the proceedings is determined by the form of the application for approval, i.e. whether it was in paper or electronic form (in accordance with Article 63 § 1 of the Administrative Procedure Code).

Taking into account the experiences of the UKNF and market participants in terms of efficiency, it is recommended that proceedings in respect of approval of a prospectus be conducted fully in electronic form. 

The manner of conducting administrative proceedings in respect of approval of a prospectus

1. For a prospectus to be approved, an application should be submitted to the KNF. The application should be submitted by the issuer or the issuer and the offeror (party(-ies) to the proceedings). The application form to obtain the approval of a prospectus that contains a list of appendices to be attached to the application is available on the KNF website (https://www.knf.gov.pl/komunikacja/wnioski_formularze). If the issuer does not use the application form, they should make sure that all the required information has been included. 
2. An application for the approval of a prospectus may be submitted in paper or electronic form. 
3. The application should include all the information required under Article 27(1) of the Act on public offering and be signed by the party(-ies) to the proceedings according to the powers of representation disclosed in the Register of Entrepreneurs (or signed by the attorney(s)-in-fact  of the party(-ies) to the proceedings). 
4. The application in electronic form should be signed with the use of a secure electronic signature verified with a valid qualified certificate or with the use of an ePUAP trusted profile.
5. Regardless of its form, the application should indicate the address for service to which correspondence is to be served and a contact point within the meaning of Article 42(1) of Regulation 2019/980. A contact point is an e-mail address which should be identical with the address provided by the person submitting documents in the ePUAP system.  In accordance with the provisions of Polish and EU law, correspondence must be exchanged through the ePUAP system. 
6. In the case where the application for the approval of a prospectus is submitted in paper form, the appendices referred to in Article 27(2) of the Act on public offering (or, as appropriate, Article 29(1) or Article 30(1) of the Act on public offering depending on the type of document), including a first draft of a prospectus referred to in Article 41(1) of Regulation 2019/980, should be submitted in the same form. The first draft of a prospectus in paper form should include statements signed by the party(-ies) to the proceedings on responsibility for the information included in the prospectus. At the same time, in accordance with Article 42(1) of Regulation 2019/980, the prospectus and the documents listed in Article 42(2)(a)–(i) of Regulation 2019/980, possibly accompanied by any other documents containing information needed by the UKNF in the course of proceedings (information within the meaning of Article 42(2)(j) of Regulation 2019/980), should also be sent to the KNF in electronic version in a searchable format (a text document in the portable document format (PDF) being the practicable solution). 
7. In the case where the application for the approval of a prospectus is submitted in electronic form, the appendices referred to in Article 27(2) of the Act on public offering (or, depending on the type of document, Article 29(1) or Article 30(1) of the Act on public offering, respectively), including the first draft of the prospectus referred to in Article 41(1) of Regulation 2019/980, together with documents listed in Article 42(2)(a)–(i) of Regulation 2019/980, possibly accompanied by any other documents containing information needed by the UKNF in the course of proceedings (information within the meaning of Article 42(2)(j) of Regulation 2019/980), should be submitted in the same form. The documents should be submitted in searchable format. The first draft of the prospectus in electronic form should include statements on responsibility for the information included in the prospectus signed by the party(-ies) to the proceedings with the use of a secure electronic signature verified with a valid qualified certificate or with the use of another legally recognised method of electronic signing of documents. If any scans of documents are sent, each document should be certified electronically, i.e. certified as a true copy of the original by an attorney-in-fact being an attorney-at-law or advocate. In order to be considered as certified correctly, the document should contain: the ‘certified true copy’ clause or an equivalent clause, indication of the place and time of certification, and an electronic signature of the attorney-in-fact with information on their practised profession (attorney-at-law or advocate). It is not sufficient to provide such a statement by affixing ink stamps on a hard copy of the document and then creating its electronic version (digitalising the document) and signing it with an electronic signature. Neither is it sufficient to provide such a statement in a separate document signed with an electronic signature. 
8. Documents in electronic version, regardless of the form of the application, should be sent to the KNF using the UKNF electronic mailbox in the ePUAP system. Letters addressed by the KNF to the party(-ies) to the proceedings should also be received with the use of the ePUAP system. To that end, prior registration in the ePUAP system and obtaining an incoming and outgoing mailbox in this system is required. This also applies to the attorney-in-fact who represents the entity in the administrative proceedings. The attorney-in-fact should have an account registered in the ePUAP system and sign the letters using a secure electronic signature verified with a valid qualified certificate or with the use of an ePUAP trusted profile. 
9. Within 2 working days of the submission of the application the KNF will provide the party(-ies) to the proceedings with an acknowledgement of the receipt of the application in accordance with Article 45(1) of Regulation 2019/980.
10. In the case of any formal deficiencies found in the application, the KNF will request that the party(-ies) to the proceedings remove them within a time limit not shorter than 7 days. Examples of formal errors include: 
    • failure to sign the application or the application not being signed correctly, 
    • failure to provide information required under Article 27(1) of the Act on public offering in the application, 
    • failure to indicate a contact point within the meaning of Article 42(1) of Regulation 2019/980,
    • failure by the party(-ies) to the proceedings to sign the statements on responsibility for the information included in the prospectus or those statements not being signed correctly,
    • failure to submit the prospectus in electronic version in searchable format,
    • failure to ensure consistency between the electronic version and the paper version of the prospectus,
    • failure to provide the appendices required by Article 27(2) of the Act act on public offering (or, depending on the type of document, Article 29(1) or Article 30(1) of the Act on public offering, respectively),  
    • failure to provide power(s) of attorney in the case where attorney(s)-in-fact have been appointed in the proceedings, 
    • failure to certify electronic scans of paper documents properly,
    • failure to provide in the prospectus the financial statements as required by law together with the related audit reports prepared by a statutory auditor.
11. In the case of failure to remove formal deficiencies by the party(-ies) to the proceedings the KNF will leave the case unexamined, of which it will inform the parties in writing. 
12. If any formal deficiencies are found, the time limits for the KNF to provide comments to the prospectus or to approve the prospectus will begin to run from the day on which the deficiencies are remedied. 
13. If the formal deficiencies are remedied or the KNF finds no formal deficiencies, the KNF will begin to scrutinise the application and the prospectus with regard to content-related requirements. If errors or deficiencies are found in the content of the prospectus or in other documents submitted to the UKNF, or if additional information is needed, the KNF will call on the applicant in writing to make changes or to provide supplementary information to the application, the prospectus or other documentation accompanying the application and to clarify the circumstances which raise the KNF’s concern. 
14. When submitting replies to the KNF’s comments, the party(-ies) to the proceedings should submit each time a new version of the prospectus together with a version of the prospectus with all the introduced changes marked as revision (Article 43(1) of Regulation 2019/980), the suggested practicable solution being a file including tracked changes. 
15. Each subsequent version of the prospectus provided in reply to the comments of the KNF must be submitted in electronic version only, in searchable format, through the ePUAP system. The subsequent prospectus versions submitted in reply to the KNF’s comments need not include signed statements on responsibility for the information included in the prospectus. 
16. In reply to the KNF’s comments a list of changes to the prospectus, signed by the party(-ies) to the proceedings and their attorney-in-fact, should also be provided. It serves to present the position of a party to the proceedings and to submit the explanation referred to in Article 43(2) and (3) of Regulation 2019/980 as to how the comments of the KNF have been addressed. The list of changes to the prospectus may be sent as an appendix in the PDF format and should be signed with a secure electronic signature verified with a valid qualified certificate or with the use of an ePUAP trusted profile. 
17. If the KNF has no further comments to the prospectus, the final version of the prospectus, referred to in Article 44(1) of Regulation 2019/980, should be submitted together with the information referred to in Article 44(2) of Regulation 2019/980. 
18. The form of the final draft of the prospectus submitted for approval should correspond to the form of the proceedings. In the case of proceedings conducted in paper and electronic form the final version of the prospectus should be submitted in paper form with statements on responsibility for the information included in the prospectus signed by appropriate persons representing the party(-ies) to the proceedings and at the same time also submitted (through the ePUAP system) in electronic version in searchable format without the need to sign the statements on responsibility for the information included in the prospectus). In the case of proceedings conducted fully in electronic form the final version of the prospectus should be submitted (through the ePUAP system) in electronic form, in searchable format, signed by appropriate persons representing the parties to the proceedings with the use of a secure electronic signature verified with a valid qualified certificate or with the use of another legally recognised method of electronic signing of documents. The final version of the prospectus must not be annotated. 
19. The decision approving the prospectus is served by way of its publication on the KNF website in the form of a PDF document. It is also sent to the party(-ies) to the proceedings through the ePUAP system (decision in electronic form) or through a postal operator (decision in paper form). 
20. On the day of issuing the decision approving the prospectus the KNF sends information on the issuance of the decision to the party(-ies) to the proceedings through the ePUAP system. 
21. A prospectus is valid for 12 months following its approval, provided that it has been supplemented with the supplement required under Article 23 of Regulation 2017/1129. In accordance with the requirements of Article 21(8) of Regulation 2017/1129 the approved prospectus must contain a prominent warning stating when the validity of the prospectus will expire stating also that the obligation to supplement a prospectus in the event of significant new factors, material mistakes or material inaccuracies does not apply when a prospectus is no longer valid (i.e. after the lapse of the period of 12 months following its approval).  
22. In the case of occurrence of any of the following events referred to in Article 23 of Regulation 2017/1129: