Foreign investment screening in Poland – UOKiK

A German private equity fund identifies a Warsaw-based software company as an acquisition target. The deal looks clean. The target has no listed securities, no state contracts, and revenues under EUR 10 million. Yet Polish foreign investment screening law may still require a formal review by the Office of Competition and Consumer Protection (Urząd Ochrony Konkurencji i Konsumentów, UOKiK) before the transaction can close. Missing that requirement does not delay the deal – it voids it.

Poland's foreign investment screening regime, introduced by the Act on the Control of Certain Investments and extended through subsequent amendments, gives UOKiK authority to block or condition acquisitions of Polish companies in protected sectors by investors from outside the European Economic Area. The review period runs up to 24 months from notification, with a 30-day preliminary phase and a 120-day main phase. Transactions completed without a required clearance are null and void under Polish law.

This guide walks through the screening procedure step by step – who must notify, which sectors trigger review, what the timeline and costs look like in practice, and where deals most commonly go wrong. Three business scenarios illustrate the rules across manufacturing, technology, and real estate contexts. A checklist and FAQ close the guide for practical reference.

What triggers the UOKiK screening obligation?

The obligation to notify arises when two conditions overlap: the target is a "protected entity" under Polish law, and the acquirer is a non-EEA investor or a company with significant non-EEA ownership. Protected entities include companies in energy, telecommunications, water supply, transport infrastructure, financial services, and certain technology sectors. A company qualifies as protected if its annual turnover in Poland exceeded EUR 10 million in either of the two preceding financial years.

The non-EEA investor test is broader than it first appears. A European holding company wholly owned by a US or Asian fund is treated as a non-EEA investor for screening purposes. Polish law looks through the corporate chain. An acquisition of 20 percent or more of shares, or of "significant influence" – including board appointment rights or veto powers – triggers the notification duty regardless of the formal shareholding percentage.

The National Court Register (KRS) classification of the target's business activities is one starting point for sector analysis. However, the actual operations matter more than the KRS codes. A software company providing cybersecurity services to banks may fall within the financial infrastructure category even if its KRS codes suggest only IT services. UOKiK has confirmed this functional interpretation in several administrative decisions.

Two specific thresholds deserve attention. First, the 20 percent shareholding trigger applies to direct and indirect acquisitions alike. Second, any acquisition of a dominant position – defined as the ability to determine the strategic decisions of the target – triggers review irrespective of the share percentage. Investors acquiring minority stakes with strong governance rights should not assume they fall below the threshold.

How does the notification procedure work?

The procedure begins with a voluntary pre-notification dialogue with UOKiK, which the office actively encourages. This informal phase has no fixed deadline, but investors typically use two to four weeks to align on the notification form and supporting documents. The formal notification is filed with the President of UOKiK at the office's headquarters in Warsaw. There is no filing fee at the administrative level, though legal costs for preparing the submission can reach PLN 50,000 or more for complex cross-border deals.

Once the complete notification is filed, UOKiK has 30 calendar days to conduct a preliminary review. During this phase, the office assesses whether the transaction raises national security concerns warranting a full investigation. If no concerns arise, UOKiK issues a clearance decision and the deal may close. Most straightforward transactions clear at this stage.

If UOKiK initiates a main review, the investigation period extends to 120 calendar days. The office may request additional documents, interview management, and consult other government agencies including the Internal Security Agency (Agencja Bezpieczeństwa Wewnętrznego, ABW) and the relevant sector regulator. The total statutory maximum – preliminary plus main phase – is 150 calendar days, though practical experience suggests that complex cases approach the outer limit.

UOKiK may clear the transaction unconditionally, clear it subject to conditions (such as ring-fencing sensitive data or maintaining Polish management), or block it entirely. A blocking decision is rare but not theoretical. The office issued its first conditional clearance in a technology sector deal in 2023, requiring the acquirer to implement data localisation measures within 90 days of closing.

We obtained clearance for a Central European infrastructure fund acquiring a Polish logistics operator in the Mazowieckie region (autumn 2025). The preliminary phase closed within 28 days after pre-notification alignment reduced the document burden by roughly 40 percent.

Which business scenarios carry the highest screening risk?

Three scenarios illustrate where the regime bites hardest. Understanding the risk profile early allows deal teams to build realistic timelines and avoid the irreversible consequence of a void transaction.

Manufacturing. A South Korean industrial group acquires a Polish automotive components manufacturer with EUR 15 million in annual Polish revenues. The target supplies parts to a defence contractor. UOKiK's protected-entity analysis covers not only direct defence suppliers but also companies in the supply chain of critical infrastructure operators. The acquirer must notify even if the primary business is civilian. The 30-day preliminary phase is likely to extend to the full 120-day main review given the dual-use nature of the products. Deal teams should allow six months from signing to closing in this scenario.

Technology. A US venture capital fund acquires a 25 percent stake in a Warsaw-based cybersecurity startup with PLN 8 million in revenues. The EUR 10 million turnover threshold is not met. However, the startup holds contracts with two Polish banks regulated by the Polish Financial Supervision Authority (Komisja Nadzoru Finansowego, KNF). UOKiK may treat the company as a protected entity in the financial infrastructure category regardless of turnover. Investors in early-stage technology companies should conduct sector analysis before assuming the threshold exemption applies.

Foreign real estate investor. An Emirati sovereign wealth fund acquires a Warsaw office complex through a Polish spółka z ograniczoną odpowiedzialnością (limited liability company, sp. z o.o.) holding vehicle. If the building houses tenants providing critical services – a telecoms exchange, a data centre, or a government office – the target may qualify as a protected entity in the infrastructure category. The sp. z o.o. structure does not insulate the acquirer from screening obligations. For a full comparison of branch and subsidiary structures in Poland, see our analysis of branch versus subsidiary options for foreign groups.

A practical bridge across all three scenarios: the earlier the sector analysis is completed, the lower the risk of a void transaction. Personal liability of directors for proceeding without clearance is a separate exposure that Polish law does not cap.

What are the most common mistakes in the screening process?

The most frequent error is the assumption that a sub-threshold turnover exempts the deal from review. As the technology scenario above illustrates, sector classification can override the EUR 10 million turnover test. Deal teams that rely on turnover alone forfeit the ability to correct the error after signing – the void-transaction consequence is not curable retroactively.

A second mistake is underestimating the document burden. UOKiK's notification form requires a detailed description of the acquirer's ultimate beneficial owners, the target's operational relationships with critical infrastructure operators, and the acquirer's activities in all sectors regulated in Poland. Assembling this information for a multi-layered private equity structure can take three to four weeks. Starting document collection after signing rather than during due diligence adds avoidable delay.

Third, investors sometimes treat the pre-notification dialogue as optional. In practice, UOKiK uses this phase to flag potential concerns before the clock starts. An informal exchange of one to two weeks before filing regularly shortens the formal review by identifying and resolving document gaps early. Skipping pre-notification precludes this advantage.

We assisted a Silesian manufacturing group in restructuring its ownership chain after a prior acquisition had been completed without UOKiK notification (winter 2025). The remediation required a voluntary disclosure, a retroactive notification, and conditional undertakings – a process that took four months and cost significantly more than a pre-deal screening analysis would have.

For technology companies considering equity incentive arrangements alongside an acquisition, our guide on ESOP structuring for Polish startups and tech companies addresses governance and ownership considerations relevant to the screening threshold analysis.

What should investors prepare before filing?

Preparation quality directly determines how quickly UOKiK can complete its review. The office has 30 days to conduct the preliminary phase, but that clock runs only from the date of a complete notification. An incomplete filing suspends the clock and restarts the 30-day period from the date the missing information is supplied.

The following checklist covers the core preparation items:

Corporate structure chart showing all entities between the ultimate beneficial owner and the target, with ownership percentages and jurisdiction of incorporation for each entity
Financial statements for the target for the two most recent financial years, confirming the Polish revenue figure against the EUR 10 million threshold
Operational description identifying all contracts with entities classified as critical infrastructure operators or regulated financial institutions
Draft transaction documents (share purchase agreement or investment agreement) confirming the governance rights being acquired
Compliance programme documentation if the acquirer operates in a regulated sector in any other jurisdiction

Due diligence in Poland should specifically address the target's contract register. Contracts with public entities, telecoms operators, energy companies, and banks are the primary indicators of protected-entity status. A thorough due diligence Poland review will surface these relationships before the notification is filed. For companies that also employ staff subject to internal reporting obligations, our guide on whistleblower protection policy drafting is relevant to post-closing compliance planning.

The decision matrix for investors is straightforward. If the target has Polish revenues above EUR 10 million and operates in a regulated or infrastructure-adjacent sector, notification is required and the 150-day maximum timeline should be built into the deal schedule. If revenues are below the threshold but the target has contracts with regulated entities, a sector analysis is needed before assuming no notification obligation. If both conditions are absent, the deal likely falls outside the screening regime – but legal confirmation is still advisable before signing.

To receive an expert assessment of your transaction's screening exposure, contact info@kordeckipartners.com.

Frequently asked questions

Q: Does the screening regime apply to EEA investors acquiring Polish companies?

A: The screening obligation under the Act on the Control of Certain Investments applies primarily to investors from outside the European Economic Area. However, a company incorporated within the EEA but ultimately controlled by a non-EEA entity is treated as a non-EEA investor. EEA investors with clean EEA ownership chains are generally outside the screening regime, but the look-through test means that even a Luxembourg holding company can trigger notification obligations if its parent is non-European.

Q: How long does the full screening process take, and what does it cost?

A: The statutory maximum is 150 calendar days – a 30-day preliminary phase plus a 120-day main phase. In practice, transactions with complete notifications and no material security concerns clear within the preliminary phase. Legal and advisory fees for preparing the notification and managing the process typically range from PLN 30,000 to PLN 150,000 depending on the complexity of the ownership structure and the number of government consultations required. There is no administrative filing fee payable to UOKiK.

Q: Is it possible to close the transaction before UOKiK issues its clearance decision?

A: No. Closing before clearance is obtained renders the transaction null and void under Polish corporate legislation. This is not a procedural defect that can be ratified after the fact. The void-transaction consequence applies even if UOKiK would ultimately have cleared the deal. Investors sometimes believe that filing a notification after signing but before closing satisfies the requirement – this is a misconception. The clearance decision must be issued before any transfer of ownership, control, or governance rights takes effect.

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 structuring, and regulatory clearance procedures in Poland. We work with Polish entrepreneurs, foreign investors, and in-house legal teams navigating the UOKiK notification process and broader set up company Poland requirements, including KRS registration, sp. z o.o. formation, and M&A Poland due diligence. To discuss your situation, contact info@kordeckipartners.com.