A German private equity fund had identified a Warsaw-based technology company as an acquisition target. The target held contracts with two public-sector clients and operated infrastructure that touched on data processing for a state-adjacent entity. The deal looked clean on paper. Then the fund's Warsaw counsel flagged a potential screening obligation under Polish foreign investment rules – and the timeline shifted by four months.

Poland's foreign investment screening regime empowers the Office of Competition and Consumer Protection (Urząd Ochrony Konkurencji i Konsumentów, UOKiK) to review acquisitions of protected entities by investors from outside the European Economic Area. The screening obligation is triggered when a target qualifies as a "protected entity" – broadly, a company operating in strategic sectors such as energy, telecoms, or IT infrastructure. Failure to notify UOKiK before closing precludes completion of the transaction and may render the acquisition legally void.

This case study walks through how we advised the fund: identifying the screening trigger, structuring the notification, managing the UOKiK review window, and extracting lessons for future M&A transactions in Poland. The four sections below follow the matter from first instruction to clearance.

What was the background to the screening obligation?

The target company – a mid-market IT services provider with annual revenue below EUR 10m – was not an obvious candidate for foreign investment screening. Its public-sector contracts were modest in value. However, Polish investment screening legislation defines "protected entity" by reference to sector and operational characteristics, not revenue thresholds alone. The target processed data for an entity classified under the Act on the Management of Certain Property of the State Treasury, which placed it within a protected category.

The acquirer was a fund domiciled in Luxembourg but ultimately controlled by non-EEA investors. That ownership structure is decisive. Under Polish screening rules, the relevant test looks through intermediate EEA vehicles to the ultimate beneficial owner. A Luxembourg holding company does not neutralise a non-EEA screening trigger. This is a point that surprises many clients conducting due diligence Poland-side for the first time.

We identified three compounding factors early in our review. First, the target's articles of association granted it the right to bid on further public-sector IT contracts – expanding its potential strategic footprint. Second, one shareholder held a minority stake through a separate vehicle, creating a question about whether that stake counted toward the acquisition threshold. Third, the fund's investment committee had already set a signing date, creating pressure to compress the pre-notification analysis.

  • Target sector: IT services with public-sector data processing contracts
  • Acquirer structure: Luxembourg fund, non-EEA ultimate beneficial owners
  • Screening trigger: protected entity classification under Polish legislation
  • Pre-existing timeline pressure: signing date fixed by investment committee

Our first deliverable was a written screening opinion within five business days. That opinion confirmed the notification obligation and set out the consequence of non-compliance: a transaction completed without UOKiK clearance is legally ineffective under Polish corporate law. The fund's investment committee accepted the revised timeline immediately.

How did we structure the notification strategy?

A UOKiK screening notification is not a formality. The reviewing authority has up to 90 working days to issue a decision – extendable in complex cases. The quality of the initial filing directly affects how quickly UOKiK moves through Phase 1, which typically runs 30 working days. A poorly prepared file triggers information requests that stop the clock and extend the review by weeks.

We prepared the notification in parallel with the fund's due diligence process. That parallel-track approach saved approximately six weeks compared with a sequential process. The notification file included a detailed description of the target's business, its public-sector contracts, the acquirer's ultimate ownership chain, and a substantive analysis of why the transaction did not raise national security concerns. That last element – a proactive security analysis – is not formally required, but experienced practitioners include it to reduce the likelihood of Phase 2 referral.

We also advised the fund on a structural point. For related insights on how entity form affects regulatory exposure in Poland, see our analysis of sp. z o.o. vs SA structures for foreign investors. In this matter, the target was an spółka z ograniczoną odpowiedzialnością (private limited liability company, sp. z o.o.) registered in the National Court Register (Krajowy Rejestr Sądowy, KRS). That structure had implications for how the share transfer was documented and how UOKiK assessed control.

One micro-case is instructive. We had previously secured UOKiK clearance within 28 working days for a manufacturing client acquiring a Silesian automation company (spring 2025). The speed resulted from a complete first-day filing with no information gaps. We applied the same discipline here – and the Phase 1 clock ran without interruption.

What did the UOKiK review process involve?

UOKiK acknowledged receipt of the notification within five working days and confirmed the file was complete. The Phase 1 review ran for 29 working days – one day inside the standard window. During that period, UOKiK sent two written questions. Both concerned the acquirer's ultimate ownership chain rather than the target's operations. That pattern is typical: the authority focuses on who is acquiring, not just what is being acquired.

We responded to both information requests within 48 hours. Speed matters here. Each day the response is delayed extends the review by the same number of days, because the clock stops on the date UOKiK sends a request and restarts only on the date it receives a complete answer. A slow response to a two-question information request can add two weeks to the timeline without any substantive complication.

UOKiK issued a clearance decision at the end of Phase 1. No conditions were attached. The fund completed the acquisition 11 days after receiving written clearance, which allowed time for KRS registration formalities and the transfer of the share register. The total elapsed time from our first instruction to closing was 19 weeks – longer than the fund's original plan, but within the revised timeline we had set at the outset.

Companies operating in sectors covered by Poland's NIS2 implementation face additional compliance layers beyond screening. For a detailed breakdown of those obligations, see our guide on NIS2 implementation in Poland. In this matter, the target's IT infrastructure also triggered a separate assessment under cybersecurity legislation – managed in parallel with the UOKiK process.

What are the transferable lessons for M&A Poland transactions?

Foreign investment screening is now a standard due diligence item for any acquisition of a Polish company by a non-EEA investor. The obligation arises from the sector and ownership structure of the target – not from deal size. A transaction valued at EUR 3m can trigger the same notification requirement as one valued at EUR 300m. That asymmetry catches first-time acquirers off guard.

Several lessons from this matter apply across comparable transactions. First, the look-through test for ultimate beneficial ownership means that EEA-domiciled acquisition vehicles do not automatically avoid screening. Second, parallel preparation of the notification and the due diligence file reduces elapsed time significantly. Third, proactive substantive analysis in the filing reduces Phase 2 risk. Fourth, response speed to UOKiK information requests is directly correlated with review duration.

We also secured interim structuring advice for a Pomeranian logistics group whose German parent was restructuring its Polish subsidiary network (autumn 2025). That matter involved both screening analysis and a branch-versus-subsidiary assessment. For investors weighing entity structure across group reorganisations, our comparison of branch versus subsidiary in Poland sets out the key variables.

What to prepare before instructing counsel on a Polish screening matter:

  • Full ultimate beneficial ownership chart of the acquirer, including intermediate vehicles
  • Target's sector classification and any public-sector contracts or concessions
  • Proposed transaction structure and share transfer documentation
  • KRS extract for the target and any group entities involved in the transaction
  • Proposed signing and closing timeline, including any conditions precedent

The personal liability exposure for completing a transaction without required UOKiK clearance is significant. Polish corporate legislation provides that a share transfer effected without mandatory regulatory approval is legally void – meaning the acquirer holds no valid title to the shares and the investment is at risk of unwinding. That consequence is irreversible without a new notification and fresh clearance.

Specific circumstances of any acquisition involving Polish-registered targets require individual analysis. The screening framework has been amended twice since its initial enactment, and the list of protected sectors continues to expand. Relying on a prior transaction's screening outcome as a precedent for a new deal forfeits the protection that a fresh analysis provides.

To discuss how Poland's foreign investment screening rules apply to your planned acquisition, contact info@kordeckipartners.com.

Frequently asked questions

Q: How long does a UOKiK foreign investment screening review take?

A: Phase 1 runs up to 30 working days from the date UOKiK confirms the notification file is complete. If UOKiK sends information requests during Phase 1, the clock stops and restarts only when a complete response is received. Phase 2, available in more complex cases, extends the review by a further 90 working days. Most straightforward transactions are cleared within Phase 1.

Q: Does a Luxembourg or Dutch holding company avoid Polish screening obligations?

A: No. Polish screening legislation applies a look-through test to identify the ultimate beneficial owner. An EEA-domiciled intermediate vehicle does not change the analysis if the ultimate controller is a non-EEA person or entity. Investors relying on this misconception risk completing a transaction without valid clearance, which renders the share transfer legally void under Polish corporate law.

Q: Which sectors trigger the protected entity classification in Poland?

A: Polish investment screening legislation covers a broad range of sectors, including energy, telecommunications, IT infrastructure, financial services, food production above defined thresholds, and transport. The classification depends on the operational characteristics of the target, not solely its primary revenue stream. A company with a secondary activity in a protected sector may still qualify as a protected entity, making early sector analysis essential for any M&A Poland transaction.

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 transactions, and corporate structuring in Poland. We work with Polish entrepreneurs, foreign investors, and in-house legal teams. 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.