EN ECB-PUBLIC  
 
 
OPINION OF THE EUROPEAN CENTRAL BANK 
of 17 August 2011 
on the introduction of omnibus accounts in the le gal framework for clearing and settlement systems 
(CON/2011/63) 
 
Introduction and legal basis  
On 19 July 2011, the European Central Bank (ECB) received a request from the Polish Ministry of 
Finance for an opinion on a draft law amending the Law on trading in financial instruments and certain 
other laws (hereinafter the ‘draft law’). 
The ECB’s competence to deliver an  opinion is based on Articles 127(4) and 282(5) of the Treaty on the 
Functioning of the European Union and the fifth and sixth indents of Article 2(1) of Council 
Decision 98/415/EC of 29 June 1998 on the consulta tion of the European Central Bank by national 
authorities regarding draft legislative provisions1, as the draft law relates to payment and settlement 
systems and to rules applicable to financial institutions  insofar as they materially  influence the stability of 
financial institutions and markets. In accordance with the first sentence of Article 17.5 of the Rules of 
Procedure of the European Central Bank, th e Governing Council has adopted this opinion. 
 1.  Purpose of the draft law 1.1 The draft law amends the Law of 29 July  2005 on trading in financial instruments
2 and several 
other laws with a view to extending the secur ities registration system in Poland to omnibus 
accounts, to be opened and operated, with in the Polish central securities depository3 (CSD) or 
within a system for the registration of securities operated by Narodowy Bank Polski, for the benefit 
of eligible institutions from outside Poland. 
1.2 Under the current securities registration system4, foreign investors may only hold Polish securities 
on a dedicated securities account opened in their own name by a local intermediary or KDPW5. 
                                                 
1 OJ L 189, 3.7.1998, p. 42. 
2 Consolidated text published in Dziennik Ustaw  (Dz. U) of 2010 No 211, item 1384. 
3 As operated by the national depository for s ecurities (Krajowy Depozyt Papierów Warto ściowych (KDPW)) or KDPW’s 
subsidiary to which it delegated the operation of the centr al securities depository under Article 48(7) of the Law on 
trading in financial instruments. 
4 The current set-up is characterised by two levels of records.  The first level is deposit acc ounts maintained by KDPW for 
investment firms, custodian banks and other entities authorised  to maintain securities account s, and the second level is 
securities accounts, maintained by the holders of deposit accounts (and to a limited extent also by KDPW), where the 
identity of the holders of specific securities can be esta blished (see explanatory memorandum  to the draft law, p. 1). 
ECB-PUBLIC  
2 The introduction of omnibus accounts will remove th e additional administrative burden and costs 
incurred by foreign investors as a result of this  restriction by offering other holding options. In 
particular, foreign institutions ho lding an account with a foreign CSD will have the possibility of 
executing transactions in Polish financial instrume nts through an omnibus account of that foreign 
CSD with KDPW, which will foster the establis hment of operational links between KDPW and 
foreign CSDs6. 
1.3 To this end, the draft law defines, inter alia : (i) the concept of omnibus accounts7; (ii) eligible 
omnibus account hol ders and operators8; and (iii) reporting obliga tions for omnibus account 
holders9. In addition, the draft law accordingly amends  legal provisions cont ained in laws other 
than the Law on trading in financial instruments, such as taxation provisions, to enable the full 
integration of the omnibus account in the Polish legal framework10.  
 2.  Specific observations 2.1 The ECB understands that the adoption of the draft law will, as one of its outcomes, remove a legal 
barrier preventing access by KDPW to TARGET2-Secur ities (T2S) to be offered on the basis of the 
Eurosystem platform. Specifically, the proposed Ar ticle 8a(2)(1) of the Law on trading in financial 
instruments provides that ‘legal persons or other entities established outside Poland which 
discharge duties in relation to central registration of securities’ will be among the entities eligible to 
hold omnibus accounts with KDPW. The ECB understa nds that this provision will enable KDPW 
to open omnibus accounts for the benefit of forei gn CSDs. The ECB welcomes this alignment of 
the Polish legal framework with one of the T2S e ligibility criteria, requiring the participating CSDs 
to make each security/International Securities Identif ication Number for which they are an issuer 
CSD (or technical issuer CSD) availabl e to other CSDs in T2S upon request
11.  
2.2 The ECB also notes that to allow for KDPW’s par ticipation in T2S, the Law on trading in financial 
instruments should be further adapted in the futu re so that it cannot be interpreted as preventing 
KDPW from outsourcing certain functions related to securities settlement to the Eurosystem acting 
                                                                                                                                                             
5  In particular, under the current set-up, foreign investors ar e prevented from holding Polish s ecurities on an account with 
an intermediary located in the same c ountry as the investor, the former holding the securities through an omnibus account 
either directly with KDPW or with an institution in Poland wh ich holds the securities through an account opened for it by 
KDPW.  
6 See explanatory memorandum to the draft law, pp. 1-3.  
7 The draft law defines omnibus accounts as accounts in which de materialised securities may be registered where they do 
not belong to the persons for whom thes e accounts are maintained; see Article 8a(1) of the Law on trading in financial 
instruments, as amended by the draft law. 
8 The group of eligible holders of omnibus accounts includes, inter alia  (subject to further qualifi cations): foreign central 
securities depositories, foreign investment firms and broker age houses, as well as credit in stitutions outside the Union; 
see Article 8a(2) of the Law on trading in financial instruments, as amended by the draft law.  
9 See Article 8b of the Law on trading in financia l instruments, as amended by the draft law. 
10 See in particular Article 4 of the draft law amending the Law of 26 July 1991 on personal income tax (Dz. U. of 2010 
No 51, Item 307); Article 5 of the draft law amending the La w of 15 February 1992 on corporate income tax (Dz. U. of 
2011 No 74, Item 397). 
11 See in particular Article 15(1)(c) of Guideline E CB/2010/2 of 21 April 2010 on TARGET2-Securities (OJ L 118, 
12.5.2010, p. 65). 
ECB-PUBLIC  
3 as operator of the T2S platform. Particular attention in  this regard needs to pa id to Article 48(7) and 
Article 150(1)(13a) of the Law on trading in fina ncial instruments, which may be interpreted as 
allowing KDPW to transfer information related to s ecurities settlement solely to its subsidiaries to 
which it has delegated operation of the central securities depository12. The ECB recommends 
adequately amending or supplementing the above provisions to allow KDPW to outsource certain securities settlement functions to a third-party service provider, and to transfer relevant information 
to them. 
 This opinion will be published on the ECB’s website.   Done at Frankfurt am Main, 17 August 2011. 
 
[signed] 
 
The President of the ECB 
Jean-Claude TRICHET 
                                                 
12 See also paragraph 4 in Opinion CON/2008/20 and paragr aph 2.2 in Opinion CON/2009/55. All ECB opinions are 
published on the ECB’s webs ite at www.ecb.europa.eu.