A German private equity fund signs a term sheet for a majority stake in a Polish logistics company. The target operates critical infrastructure. Closing is scheduled in six weeks. Then the fund's Warsaw counsel flags a problem: the transaction may require prior clearance from the Office of Competition and Consumer Protection (Urząd Ochrony Konkurencji i Konsumentów, UOKiK) under Poland's foreign investment screening regime – and the notification window has already started running.

Poland's foreign investment screening framework requires investors from outside the European Economic Area and OECD to obtain UOKiK clearance before completing acquisitions in protected sectors. The review period runs up to 120 business days from the date of notification. Completing a transaction without clearance is void under Polish corporate legislation and exposes the acquirer to criminal sanctions.

This alert covers what changed in the screening regime, which transactions and investors fall within scope, and what deal teams must do before signing – not after.

What does Poland's foreign investment screening law actually cover?

Poland's screening regime is anchored in the Act on the Control of Certain Investments (ustawa o kontroli niektórych inwestycji), as substantially amended in 2020 and 2022. The law designates UOKiK as the primary screening authority. The National Court Register (KRS) will not register a share transfer in a protected entity without UOKiK's clearance decision on file. That single procedural requirement makes pre-closing notification non-negotiable.

The law protects companies operating in energy, telecommunications, water supply, transport infrastructure, financial services, and certain technology sectors. A company qualifies as a "protected entity" if its annual revenue in Poland exceeds PLN 10 million in either of the two preceding financial years. That threshold catches a wide range of mid-market targets – not only listed corporations or state-adjacent enterprises.

Two categories of transaction trigger the obligation. First, acquisition of a "significant participation" – meaning a stake that crosses 20%, 25%, or 33% of votes or capital. Second, acquisition of "dominant influence," which includes contractual control arrangements that do not involve a formal share transfer. Deal structures using options, convertible instruments, or shareholder agreements must be assessed against both limbs.

  • Energy and fuel infrastructure operators
  • Telecommunications network providers
  • Water, waste, and critical transport operators
  • Banks, insurers, and payment institutions supervised by the Polish Financial Supervision Authority (KNF)
  • IT and cybersecurity companies meeting the revenue threshold

The investor-side trigger is equally important. The obligation applies to acquirers from outside the EEA and OECD. However, EEA or OECD-domiciled entities that are ultimately controlled by non-EEA/OECD persons are treated as non-EEA investors for screening purposes. A Luxembourg holding company owned by a Gulf sovereign wealth fund does not escape the regime simply because it is incorporated in an EU member state.

Who is affected and what are the key deadlines?

The screening obligation falls on the acquirer. Once a transaction meets the sector and threshold tests, the acquirer must file a notification with UOKiK before completing the acquisition. UOKiK has 30 business days to conduct a preliminary review. If it identifies national security concerns, it opens a full investigation lasting up to an additional 90 business days – bringing the maximum review period to 120 business days in total.

We secured clearance for a Mazowieckie-region logistics acquisition by a non-EEA investor in autumn 2025, completing the process within the preliminary 30-day window after early pre-notification dialogue with UOKiK. That outcome required submitting a complete notification package on day one – not an iterative process. Incomplete filings restart the clock.

The consequences of non-compliance are severe. A transaction completed without clearance is legally void. The acquirer forfeits any rights attached to the acquired shares. Criminal liability attaches to individuals who knowingly proceed without notification – with penalties reaching up to three years' imprisonment under Polish criminal law. These are not administrative fines that can be budgeted as a deal cost. They are irreversible legal consequences that close the path to ownership entirely.

For M&A Poland transactions involving targets in protected sectors, due diligence Poland must include a screening assessment at the outset – not as a closing condition. The practical implication: deal timelines should add at least 30 business days (and up to 120) after notification before any closing mechanics are triggered. Buyers who structure their financing or earn-out arrangements around a six-week close in a protected sector are building on incorrect assumptions.

Foreign investors considering how to set up company Poland structures should also note that greenfield investments through a newly incorporated spółka z ograniczoną odpowiedzialnością (limited liability company, sp. z o.o.) are generally outside the screening regime. The obligation targets acquisitions of existing protected entities, not new incorporations. That distinction matters for structuring decisions early in market entry planning. For a detailed comparison of vehicle options, see our analysis of sp. z o.o. vs SA – decision matrix for United Kingdom investors.

What must deal teams do right now?

The first action is a sector and threshold assessment. Before term sheets are signed, counsel should confirm whether the target qualifies as a protected entity under the revenue and sector tests. This is a binary determination – either the obligation applies or it does not. There is no partial compliance. A law firm Warsaw-based team with M&A Poland experience can complete this assessment within 48 hours of receiving the target's financial statements and corporate documents.

Our team obtained UOKiK clearance for a technology sector acquisition in Lower Silesia (winter 2025) where the buyer had initially assumed the target fell below the PLN 10 million revenue threshold. Post-LOI due diligence revealed consolidated group revenues that exceeded the threshold. Early identification avoided a closing failure.

The second action is notification preparation. A complete UOKiK notification requires the acquirer's ownership structure traced to ultimate beneficial owners, the target's corporate documents and financial statements, a description of the transaction, and a statement on the acquirer's connections to foreign states. Assembling this package takes time. Starting after signing is too late if the deal has a hard closing date.

  • Map the acquirer's full ownership chain to ultimate beneficial owners
  • Confirm the target's revenue in Poland for the two preceding financial years
  • Identify all sector activities of the target and its subsidiaries
  • Assess whether any contractual arrangements (options, SHA provisions) independently trigger the obligation
  • Build 120 business days into the deal timeline as a contingency

Third, consider pre-notification dialogue with UOKiK. The authority accepts informal consultations before formal filing. In complex cases – particularly where the acquirer has connections to state entities or operates in sensitive technology sectors – pre-notification contact can identify concerns early and allow the filing to address them directly. This is not a formal step, but it materially reduces the risk of a full 90-day investigation. For context on broader employment and regulatory cost factors affecting Polish market entry, see our note on minimum wage 2026 impact on employer costs in Poland. Buyers conducting red flag reviews of Polish targets should also consult our guide on red flags in Polish M&A – what Ukraine buyers should know.

The screening regime is not a formality. It is a substantive gatekeeping mechanism with real teeth. Deal teams that treat it as a closing checklist item rather than a transaction-shaping constraint will encounter problems that cannot be solved after the fact.

The specific facts of your transaction determine whether the screening obligation applies and how to structure the notification for the fastest possible clearance. Proceeding without that assessment forfeits the ability to close on schedule – and potentially forfeits the deal entirely.

To receive an expert assessment of your transaction's screening exposure under Polish law, contact info@kordeckipartners.com. If your acquisition involves a protected-sector target in Poland and closing is within 120 business days, we will conduct the sector and threshold analysis, prepare the UOKiK notification package, and manage pre-notification dialogue with the authority.

Frequently asked questions

Q: Does the screening obligation apply if the acquirer is an EU-based entity?

A: Not automatically. EEA-domiciled acquirers are generally outside the regime. However, an EEA entity that is ultimately controlled by a non-EEA or non-OECD person is treated as a non-EEA investor. The analysis must trace the ownership chain to the ultimate beneficial owner, not stop at the immediate acquirer's place of incorporation. This is one of the most common misconceptions in cross-border M&A involving Polish targets.

Q: How long does UOKiK clearance typically take, and what does it cost?

A: The preliminary review period is 30 business days. If UOKiK opens a full investigation, the total review period extends to 120 business days. The notification fee is PLN 570. The real cost is time: a 120-business-day review represents roughly six calendar months. Deal financing, earn-out structures, and closing conditions must all be built around that contingency timeline.

Q: Can a transaction proceed under a condition subsequent pending UOKiK clearance?

A: No. Polish corporate legislation treats a transaction completed without clearance as void from the outset – not voidable. A condition subsequent structure does not cure the defect because the transfer itself cannot occur before clearance is granted. The only compliant structure is a condition precedent: signing is permitted, but closing is contractually prohibited until UOKiK issues its decision. Share purchase agreements for protected-sector targets must be drafted accordingly.

KORDECKI & Partners is a law firm based in Warsaw and Krakow, advising business clients across 30 jurisdictions. Our team combines expertise in Polish and international law with a practical approach to foreign investment screening, M&A transaction structuring, and regulatory clearance procedures. We work with Polish entrepreneurs, foreign investors, and in-house legal teams navigating cross-border acquisitions. To discuss your situation, contact info@kordeckipartners.com.

Disclaimer: This publication is provided for informational purposes only and does not constitute legal advice. The information herein should not be relied upon as a substitute for professional legal counsel tailored to your specific circumstances. KORDECKI & Partners assumes no liability for actions taken or not taken based on the contents of this material. For advice regarding your particular situation, please contact info@kordeckipartners.com.