On 27 October 2026, the Council of Ministers dealt with a Ministry of Finance draft intended to simplify the rules of the capital market. The draft implements European Union rules. Its aim is to make the stock exchange more attractive and to make it easier for small and medium-sized firms to raise money.
The prospectus is to be simpler to prepare, and some disclosure duties will disappear. The list of situations in which no prospectus is needed will be extended. The €5 million threshold for public offers without a prospectus remains unchanged.
Compulsory buy-out of shares from minority shareholders of listed companies (squeeze-out) will also change. The threshold falls from 95% to 90% of votes. First, however, the investor must make a tender offer for all remaining shares and collect subscriptions for at least 90% of the shares covered by the offer. The buy-out price is to equal the tender offer price.
Among other things, the draft removes the requirement to attach an extract from the KRS (National Court Register) to an application for prospectus approval and to publish a list of shareholders holding at least 5% of votes at a general meeting. The Polish Financial Supervision Authority (KNF) will become the Polish authority working with ESMA on ESG ratings. A second finance ministry draft allows the creation of investment funds that grant loans.
What it means for you
For owners of Polish companies, including those with capital from the UK, going public is to become cheaper and simpler. For small investors, it means it will be easier to “buy them out” of a company after a successful tender offer – but at the tender offer price. If you hold shares in Polish companies in a brokerage account, this is worth knowing.
Our assessment
These are technical changes, but they matter for small firms looking for capital beyond the bank. Lowering the buy-out threshold is a nod to investors taking over companies. The requirement for a prior tender offer is meant to protect small shareholders. The draft still awaits work in the Sejm.
What to do
- If you are thinking of financing your business by issuing shares, talk to an adviser about the new prospectus rules.
- Follow KNF announcements: knf.gov.pl.
- Check the legislative work on the website of the Ministry of Finance.
Source: Portal Samorządowy / PAP (27 October 2026).
We assess factual corrections and substantive responses. Verified changes are reflected in our reporting.
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