A German technology group signs a term sheet to acquire a controlling stake in a Warsaw-based cybersecurity firm. The deal looks clean. Valuations are agreed, the target's National Court Register (KRS) filings are in order, and both boards have signed off. Then, three weeks before closing, outside counsel raises a flag: the transaction may require screening approval from the Office of Competition and Consumer Protection (Urząd Ochrony Konkurencji i Konsumentów, UOKiK) under Poland's foreign investment screening regime. The closing timeline shifts by months.
Poland's foreign investment screening framework requires non-EU, non-EEA, and non-OECD investors to notify UOKiK before completing acquisitions of significant stakes in protected-sector companies. The screening period runs up to 30 business days at the initial phase, extendable to 120 business days for an in-depth review. Completing a transaction without the required clearance renders the acquisition void under Polish corporate legislation and exposes the acquirer to criminal liability.
This page explains how the screening mechanism works, which transactions and investors fall within its scope, where deals most commonly break down in practice, and what foreign buyers should build into their M&A Poland transaction timelines. It is structured as a practical guide for investors, in-house counsel, and advisers approaching a Polish target for the first time.
What is the Polish foreign investment screening regime?
Poland enacted its standalone foreign investment screening law in 2020, responding to EU-level guidance and growing concerns about acquisitions of strategic assets by non-European buyers. The law designates UOKiK as the competent screening authority and assigns it powers that sit alongside – but are distinct from – merger control clearance under competition law. Both regimes may apply to the same transaction simultaneously, which is a source of confusion for buyers unfamiliar with Polish procedure.
The law covers protected sectors broadly. They include energy infrastructure, telecommunications, water supply, transport, financial services, food security, and businesses developing or operating critical digital infrastructure. A company qualifies for protection if it operates in one of these sectors and its revenue exceeds EUR 10 million in either of the two preceding financial years. That threshold is lower than most investors expect. A mid-sized IT services firm with public-sector contracts can easily cross it.
UOKiK received expanded investigative powers under 2022 amendments. The authority can now request documents, compel witness appearances, and conduct on-site inspections during a screening review. It coordinates with the Internal Security Agency (Agencja Bezpieczeństwa Wewnętrznego, ABW) and, where defence assets are involved, with the Ministry of National Defence. That inter-agency structure means a screening review is rarely a purely administrative exercise. Decisions carry a national-security dimension that commercial logic alone cannot resolve.
The Polish Financial Supervision Authority (KNF) operates a parallel notification regime for acquisitions of qualifying stakes in banks, insurers, and investment firms. Buyers in the financial sector must therefore manage UOKiK screening and KNF approval on a coordinated timetable – a complexity that due diligence Poland mandates address from the outset.
Which investors and transactions trigger the notification obligation?
The screening obligation attaches to "foreign investors" as defined by the statute. The definition captures investors whose ultimate beneficial owner is domiciled or incorporated outside the EU, EEA, or OECD. That perimeter is wider than many buyers assume. A Luxembourg holding company owned by a UAE family office is a foreign investor for screening purposes, even though Luxembourg is itself an EU member state. Substance of ownership, not place of incorporation of the immediate acquirer, is the operative test.
The notification threshold is set at acquisition of 20 percent of votes or shares in a protected-sector company. A second, lower threshold of 40 percent triggers a separate filing obligation. Both thresholds count indirect as well as direct holdings. Creeping acquisitions – sequential purchases that individually fall below 20 percent but cumulatively cross it – also require notification. Buyers structuring entry through phased share purchases should build that analysis into the earliest stage of due diligence Poland work.
Certain transaction types are exempt. Acquisitions by EU, EEA, or OECD investors are generally outside scope, subject to the beneficial ownership look-through test described above. Intra-group transfers that do not change ultimate beneficial ownership are also exempt. However, UOKiK has taken a narrow view of intra-group exemptions in practice: restructurings that involve any change in the chain of control – even a temporary one – have attracted scrutiny.
- Acquisitions of 20 percent or more of votes or shares in a protected-sector company
- Acquisitions of 40 percent or more triggering a second filing
- Creeping acquisitions crossing either threshold cumulatively
- Asset deals that effectively transfer operational control of a protected business
- Joint venture formations where a foreign investor acquires joint control
Asset deals deserve particular attention. The law extends to acquisitions of organised parts of a business – not just share purchases – where the transferred assets constitute a protected-sector operation. Buyers using asset structures to avoid notification requirements have been found to be within scope. UOKiK has made clear it will look through form to substance when assessing notification obligations.
How does the UOKiK screening procedure work in practice?
The procedure begins with a formal notification filed with UOKiK. The filing must include information about the acquirer's corporate structure, ultimate beneficial ownership, financing sources, and intended post-acquisition business plan. UOKiK publishes a standard form, but the substantive depth required goes well beyond the form's face. Incomplete filings are returned, and the clock does not start until UOKiK confirms the submission is complete. That confirmation step alone can consume two to three weeks.
Once the file is accepted, UOKiK has 30 business days to complete Phase I review. If the authority decides to open an in-depth investigation – Phase II – the total review period extends to 120 business days from the date of complete notification. During Phase II, UOKiK can request supplementary documents and convene meetings with the parties. The authority may impose conditions or prohibit the transaction outright. Conditional approvals requiring behavioural or structural remedies have become more common since 2022.
We secured clearance within the Phase I window for a manufacturing investor from the Wielkopolska region acquiring a logistics technology company (winter 2025). The key was submitting a notification that pre-empted UOKiK's standard information requests – cutting three weeks from the review period before it began.
Standstill obligation applies throughout the review. Parties may not close, and may not exercise rights attached to the acquired shares, until clearance is granted. Breach of standstill carries criminal liability for natural persons involved in the transaction – not just administrative fines. That personal-liability dimension concentrates minds at the board level on both sides of a deal.
For a tailored strategy on structuring your notification and managing the UOKiK review timeline, reach out to info@kordeckipartners.com.
What are the most common pitfalls in foreign investment screening?
The single most common error is late identification of the notification obligation. Screening analysis is frequently treated as a late-stage closing condition rather than an upfront deal-design question. By the time the obligation is identified, the transaction structure may already be locked, financing terms may be signed, and seller expectations on timing are fixed. Repricing the deal for a 120-business-day Phase II review is a difficult conversation to have at that stage.
A second pitfall is underestimating the beneficial ownership look-through. Buyers routed through European holding structures sometimes assume their EU incorporation places them outside scope. It does not, if the ultimate beneficial owner sits outside the EU/EEA/OECD perimeter. Setting up a company in Poland – or elsewhere in the EU – as the acquisition vehicle does not change that analysis. UOKiK examines the full ownership chain, and misrepresentation in a notification is a criminal offence carrying up to five years' imprisonment.
A third area of risk involves parallel processes. Transactions that also require merger control notification to UOKiK under competition law, or KNF approval for financial-sector targets, must be coordinated carefully. The two UOKiK processes – screening and merger control – run on different clocks and involve different UOKiK departments. A filing accepted for merger control purposes is not automatically accepted for screening purposes. Teams that treat them as a single process regularly miss deadlines.
Our team obtained a clearance reversal after an initial rejection for a technology investor in Małopolska (spring 2026). The original submission had omitted documentation relating to a minority shareholder in the acquirer's parent chain. Correcting that gap and resubmitting with a structured beneficial-ownership narrative resolved the issue within 45 business days of the revised filing.
Sellers are also affected. A seller who assists in closing a transaction without required screening clearance may face liability alongside the buyer. Representations and warranties in sale and purchase agreements should address screening compliance explicitly – and the conditions precedent section should build in adequate time for both Phase I and a potential Phase II review.
How should foreign investors structure their Polish entry to manage screening risk?
Screening risk management starts before a letter of intent is signed. The first question is whether the target falls within a protected sector and whether its revenue crosses the EUR 10 million threshold. That analysis requires a proper review of the target's business – not just its KRS filings. A company registered as a general trading business may derive most of its revenue from telecommunications infrastructure management. Sector classification follows economic substance, not registered activity codes.
For investors who are clearly within scope, the optimal approach is to treat UOKiK notification as a condition precedent rather than a closing deliverable. That means preparing the notification package in parallel with due diligence Poland, not after it. The notification package should include a fully documented beneficial ownership chain, audited financial statements for the acquirer and its group, and a forward-looking business plan that demonstrates continuity of the target's protected-sector operations. UOKiK reviews are more favourable where the acquirer can show operational continuity and no change to the target's critical-infrastructure role.
Investors entering through a branch vs subsidiary structure face different screening exposures. A branch of a foreign entity does not, by itself, trigger screening – but a subsequent asset transfer from branch to a newly incorporated sp. z o.o. may do so if it constitutes a transfer of a protected-sector business. The branch vs subsidiary analysis should therefore incorporate a screening-risk dimension from the outset.
Workforce considerations also intersect with screening. Where a target operates critical infrastructure, post-acquisition workforce changes – particularly the departure of key personnel holding security clearances – can attract regulatory scrutiny. Investors planning significant headcount changes after closing should flag this in the UOKiK notification. Early transparency reduces the risk of post-clearance conditions being imposed. The process for hiring foreign nationals in Poland is relevant where the acquirer intends to second personnel from its home jurisdiction into the target.
Self-assessment checklist and what to prepare
Before engaging counsel, buyers can run a preliminary self-assessment against the following criteria. This checklist does not replace legal analysis, but it identifies the questions that determine whether a full screening review is needed and how long it is likely to take.
- Identify whether the target operates in a protected sector and whether its annual revenue exceeds EUR 10 million in either of the past two years
- Map the acquirer's ultimate beneficial ownership chain to determine whether any beneficial owner is domiciled or incorporated outside the EU, EEA, or OECD
- Calculate whether the proposed acquisition will cross the 20 percent or 40 percent threshold, directly or cumulatively
- Assess whether the transaction also triggers merger control notification and whether KNF approval is required for financial-sector targets
- Build a transaction timeline that allows 30 business days for Phase I and a contingency of 120 business days for Phase II before the planned closing date
Documentation to prepare in parallel includes: certified corporate structure charts for the acquirer and its group; audited financial statements for the two most recent financial years; a description of the target's protected-sector activities; and a post-acquisition business plan. Having these documents ready before filing reduces the risk of an incomplete-submission return, which restarts the clock entirely.
The corporate M&A practice page describes how our team integrates screening analysis into the full transaction lifecycle – from letter of intent through post-closing compliance.
Specific situations require specific analysis. Proceeding without screening clearance where the obligation exists renders the acquisition void and forfeits any rights acquired under the transaction. To receive an expert assessment of your transaction's screening exposure, contact info@kordeckipartners.com.
Frequently asked questions
Q: Does an EU-incorporated acquirer always fall outside the Polish screening regime?
A: Not automatically. Polish screening law applies a beneficial ownership look-through test. An acquirer incorporated in an EU member state is outside scope only if its ultimate beneficial owner is also domiciled or incorporated within the EU, EEA, or OECD. Where the beneficial owner sits outside that perimeter – for example, a state-linked entity from a non-OECD jurisdiction – the EU incorporation of the immediate buyer does not remove the notification obligation. This is one of the most common misconceptions in cross-border M&A involving Polish targets.
Q: How long does the UOKiK screening process typically take, and what does it cost?
A: The statutory Phase I period is 30 business days from acceptance of a complete notification. Phase II extends this to 120 business days. In practice, Phase I reviews for straightforward transactions with well-prepared filings can conclude within three to four weeks of formal acceptance. The official filing fee is modest. The real cost is advisory time for preparing a compliant notification package and managing information requests during the review – typically several weeks of senior legal input for a cross-border transaction of any complexity.
Q: Can parties sign a sale and purchase agreement before obtaining UOKiK screening clearance?
A: Yes – signing is permissible, but closing is not. The standstill obligation prohibits completion of the acquisition and the exercise of rights attached to the acquired shares until clearance is granted. Sale and purchase agreements should therefore structure screening clearance as a condition precedent to closing, with a longstop date that accommodates a potential Phase II review. Agreements that set a closing date without adequate screening clearance contingency regularly require amendment, which creates cost and renegotiation risk.
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.