A German private equity fund identifies a Warsaw-based software company as an ideal acquisition target. Negotiations advance quickly. Then, three weeks before signing, the fund's counsel flags a screening obligation under Polish foreign investment law. The transaction stalls. A mandatory filing is required, and the clock on regulatory approval has not yet started. Without it, the deal cannot close legally – and the window to outbid a competitor is closing fast.
Poland operates a mandatory foreign investment screening regime administered by the Office of Competition and Consumer Protection (Urząd Ochrony Konkurencji i Konsumentów, UOKiK). The regime applies to acquisitions of significant shareholdings in Polish companies operating in protected sectors, including digital infrastructure, energy, food production, and financial services. The standard review period runs 30 working days from a complete filing, with a second phase of up to 120 additional calendar days available for complex cases.
This page explains how the screening mechanism works, which transactions trigger it, what UOKiK actually examines, and where foreign investors most frequently lose time or opportunity. It also sets out a cross-border checklist and answers the questions we hear most often from clients entering the Polish market.
What is the legal basis for foreign investment screening in Poland?
Poland's screening framework rests on the Act on the Control of Certain Investments (ustawa o kontroli niektórych inwestycji), which was substantially amended in 2020 to align with the EU Foreign Direct Investment Screening Regulation. UOKiK acts as the competent authority, supported by the Internal Security Agency (Agencja Bezpieczeństwa Wewnętrznego, ABW) for national security assessments. The National Court Register (Krajowy Rejestr Sądowy, KRS) is the downstream registry where any approved ownership change is ultimately recorded.
The law distinguishes between two categories of protected entities. The first covers companies explicitly listed by statute – primarily operators in energy, telecommunications, water supply, and transport. The second covers companies meeting a revenue threshold of PLN 10 million in either of the two preceding financial years and operating in a broadly defined "strategic" sector. This two-track structure means the screening obligation can arise even for mid-market deals that would not ordinarily attract regulatory attention.
An investor who proceeds to closing without the required clearance commits an administrative offence. More importantly, the transaction itself may be declared invalid. That consequence – nullity of the acquisition – is the irreversible outcome that makes pre-deal screening analysis non-negotiable. The law does not provide a cure period after the fact.
- Act on the Control of Certain Investments (2015, as amended 2020)
- EU FDI Screening Regulation (EU) 2019/452 – cooperation mechanism
- UOKiK as primary competent authority
- ABW as national security consultee
- KRS as downstream registry for approved changes
Which transactions trigger a mandatory UOKiK filing?
The filing obligation is triggered when a foreign investor acquires a "significant participation" in a protected entity. The thresholds are set at 20%, 25%, and 33% of voting rights or share capital – each crossing point is a separate notification event. A foreign investor already holding 19% who acquires a further 5% must file again. The obligation applies regardless of whether the acquisition is structured as a share purchase, asset deal, or subscription for new shares.
The definition of "foreign investor" is broad. It captures entities incorporated outside Poland, individuals not holding Polish residency, and – critically – Polish-registered entities controlled by any of the above. A Polish spółka z ograniczoną odpowiedzialnością (limited liability company, sp. z o.o.) wholly owned by a non-EU parent is treated as a foreign investor for screening purposes. Structuring the acquisition through a Polish holding vehicle does not automatically remove the filing requirement.
Investors from EU member states, the European Economic Area, and the OECD enjoyed a partial exemption until April 2021. That exemption expired. Since then, even acquisitions by German, French, or American investors in Polish targets must be screened if the sector and threshold conditions are met. The practical consequence is that French and other EU investors structuring Polish entry must now factor UOKiK timelines into every deal schedule.
We secured clearance for a technology sector acquisition by a Scandinavian fund in the Mazowieckie region (autumn 2025), where the initial screening analysis had incorrectly concluded no filing was needed. Catching the obligation early avoided a post-signing nullity risk on a transaction valued above EUR 30 million.
What does UOKiK actually examine – and how long does it take?
UOKiK's review is not a competition analysis. It is a national security and public order assessment. The authority examines whether the investor, its ultimate beneficial owners, and any connected persons pose a risk to the protected entity's continuity of operations, supply chain integrity, or access to sensitive data. The Polish Financial Supervision Authority (Komisja Nadzoru Finansowego, KNF) may be consulted where the target operates in regulated financial services.
The standard Phase 1 review runs 30 working days from the date UOKiK confirms the filing is complete. Incomplete filings restart the clock. Phase 2 – triggered when UOKiK identifies concerns requiring deeper examination – adds up to 120 calendar days. In practice, most straightforward transactions clear in Phase 1. However, deals involving targets with government contracts, critical data infrastructure, or dual-use technology regularly proceed to Phase 2.
UOKiK may impose conditions on clearance. Typical conditions include governance restrictions (limiting the investor's access to certain operational data), supply chain commitments, or requirements to maintain Polish management. Conditions attach to the clearance decision and bind the investor indefinitely unless renegotiated. Understanding what conditions are likely – before filing – shapes both the deal structure and the negotiation of representations and warranties with the seller.
The authority also participates in the EU cooperation mechanism under the FDI Screening Regulation. Where the same investor is acquiring assets across multiple member states simultaneously, UOKiK will share information with peer regulators. This cross-border dimension is relevant for platform acquisitions and roll-up strategies that include both Polish and non-Polish targets.
To receive an expert assessment of your transaction's screening exposure, contact info@kordeckipartners.com.
Every deal with a Polish technology or infrastructure target requires a specific screening analysis. Missing a filing obligation precludes closing and forfeits the deal window entirely – an irreversible consequence that no post-signing remedy can address.
What are the most common pitfalls in Polish FDI screening practice?
The most frequent error is misidentifying the sector classification. Investors focused on M&A Poland activity often assume that only explicitly listed sectors trigger the obligation. In practice, the "strategic sector" category is interpreted broadly by UOKiK. Software companies processing personal data at scale, logistics providers serving food retail, and IT firms with public sector contracts have all been classified as protected entities. A thorough due diligence Poland assessment of the target's actual activities – not just its registered business purpose – is essential.
The second common pitfall is timeline miscalculation. Many transaction timetables allocate four to six weeks for regulatory approvals. Where UOKiK proceeds to Phase 2, the total review period can reach five months. Signing a share purchase agreement with a long-stop date that does not accommodate Phase 2 creates pressure to close without clearance – which is precisely the scenario the law penalises most severely.
A third issue arises in carve-out and restructuring transactions. Where a seller is divesting a Polish subsidiary as part of a broader group restructuring, the Polish entity may have been classified as a protected entity at group level but the seller's counsel may not have flagged this to the buyer. We have seen cases where the obligation was discovered only during KRS registration – after the purchase price had been paid.
For investors with technology assets, the intersection of UOKiK screening with the Digital Operational Resilience Act adds a further compliance layer. Understanding DORA compliance obligations is particularly relevant where the target is a financial sector ICT provider subject to both screening and DORA requirements simultaneously.
- Misclassifying the target's sector based on registered activity alone
- Underestimating Phase 2 review timelines in deal schedules
- Overlooking the screening obligation in carve-out transactions
- Failing to assess indirect foreign control of a Polish acquiring vehicle
- Ignoring EU cooperation mechanism implications for multi-jurisdictional deals
How should foreign investors structure their Polish entry to manage screening risk?
Structuring decisions made before the letter of intent is signed have the greatest impact on screening exposure. The choice between acquiring shares in an existing sp. z o.o. and setting up a new entity in Poland to acquire assets – rather than shares – can affect whether the protected entity threshold is triggered at all. Asset deals involving only non-protected operational assets may fall outside the screening regime entirely, though this analysis requires careful mapping of the target's asset base.
Where a filing is unavoidable, filing early and filing completely is the most effective risk-management tool available. UOKiK's 30-working-day Phase 1 clock starts only when the authority confirms completeness. Submitting a filing with gaps in beneficial ownership disclosure or incomplete financial information delays the clock start and compresses the deal timeline. Engaging a law firm Warsaw-based with direct UOKiK filing experience reduces the risk of completeness challenges.
Investors should also consider the conditions risk at the term sheet stage. If the target's profile suggests conditions are likely, the transaction documents should address how conditions will be allocated between buyer and seller. A condition requiring the buyer to maintain a Polish chief executive, for example, may conflict with the buyer's post-acquisition integration plan. Identifying this tension before signing avoids renegotiation under time pressure.
We obtained a Phase 1 clearance for a manufacturing sector acquisition in Silesia (spring 2026), where the investor had originally planned a share deal structure. Restructuring as a partial asset acquisition reduced the screening scope and allowed the transaction to close six weeks ahead of the original long-stop date. The saving in financing carry costs alone exceeded PLN 800,000.
For investors considering how to set up company Poland operations alongside an acquisition, the choice of vehicle – sp. z o.o. versus spółka akcyjna (joint-stock company, S.A.) – also interacts with screening obligations at subsequent shareholding thresholds. A decision matrix comparing sp. z o.o. and S.A. structures is a useful starting point for investors planning staged acquisitions.
For a tailored strategy on structuring your Polish acquisition to manage UOKiK screening exposure, reach out to info@kordeckipartners.com.
Specific structuring decisions – made before the letter of intent is signed – determine whether screening obligations arise, how long the review will take, and whether conditions will constrain post-closing integration. Investors who engage screening counsel after heads of terms are signed regularly find that the most effective structural options are no longer available.
Self-assessment checklist and cross-border considerations
Cross-border transactions involving Polish targets require parallel analysis of the UOKiK screening regime and any merger control obligations to the Polish Office of Competition and Consumer Protection (UOKiK also administers merger control) or the European Commission. These are separate procedures with separate filing thresholds. A transaction that clears merger control review is not thereby cleared for foreign investment screening purposes – and vice versa.
Investors with targets in multiple Central and Eastern European jurisdictions should note that Poland's screening regime is among the most active in the region. The 2020 amendments materially expanded the protected sector list and lowered the practical threshold for Phase 2 referrals. Buyers who have previously completed unscreened acquisitions in the Czech Republic or Hungary may find Polish requirements more demanding. Red flags in the target's profile – including public sector exposure and data processing activities – are examined with particular care. Understanding red flags in Polish M&A is essential reading for any buyer entering the market for the first time.
The EU cooperation mechanism means that UOKiK may receive comments from other member states' screening authorities within 35 calendar days of a notification being shared. Where the investor is state-connected – including sovereign wealth funds and state-owned enterprises – the cooperation mechanism is activated routinely, and Phase 2 becomes the expected outcome rather than the exception.
What to prepare before filing with UOKiK:
- Full beneficial ownership chain of the investor, up to the ultimate natural person or state entity
- Financial statements of the target for the two preceding financial years
- Description of the target's activities in each protected sector, with supporting contracts
- Transaction documents in draft or final form
- Evidence of any existing government or public sector contracts held by the target
Frequently asked questions
Q: Does the UOKiK screening obligation apply to investments from other EU member states?
A: Yes. The temporary exemption for EU, EEA, and OECD investors expired in April 2021. Since then, the screening obligation applies to all foreign investors – including those from Germany, France, and other EU member states – provided the sector and shareholding threshold conditions are met. Nationality of the investor does not determine whether a filing is required; the structure of the transaction and the nature of the target do.
Q: How long does the UOKiK screening process take in practice, and what affects the timeline?
A: Phase 1 runs 30 working days from the date UOKiK confirms the filing is complete – which is typically 5 to 10 working days after submission. Phase 2 adds up to 120 calendar days. Transactions involving targets with public sector contracts, critical data infrastructure, or state-connected investors routinely proceed to Phase 2. The single most effective way to protect the Phase 1 timeline is to submit a complete filing with full beneficial ownership disclosure from the outset.
Q: Is it possible to sign a share purchase agreement before obtaining UOKiK clearance?
A: Yes, provided the agreement is structured as a conditional contract with closing subject to UOKiK clearance as a condition precedent. This is standard practice. What is not permissible is completing the share transfer – recording the change in the KRS or otherwise effecting the change of control – before clearance is granted. Investors occasionally confuse signing with closing; in screening terms, only the latter requires prior authorisation.
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 navigating UOKiK procedures, KRS filings, and cross-border deal execution. 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.