CMS Expert Guide to Foreign Investment Screening Laws in Poland

The Polish FDI laws are set out in the Polish Law of 24 July 2015 on the Control of Certain Investments (the “Investment Control Law”) (as amended), and regulations of the Polish Council of Ministers adopted under this law.

The Investment Control Law regulates two separate regimes:

1. General Rules – introduced in 2015, applicable only to a closed-list of companies important for the Polish economy (“General Rules”); and
2. Specialised Rules – initially introduced in response to the COVID-19 pandemic and the international situation disrupting the market or competition regime, and made permanent in 2025 (“Specialised Rules”).

Alongside these Polish regulations, Regulation (EU) 2019/452 (the EU FDI Screening Regulation) is applicable in Poland.

The scope of the General Rules and the Specialised Rules differs in a number of important ways, as outlined below. It is important to note that intra-group transactions or intra-group restructuring deals are not explicitly excluded under the Investment Control Law under either the General Rules or the Specialised Rules, thus each transaction has to be assessed on a case-by-case basis.

General Rules

The General Rules apply to transactions where any investor, irrespective of origin (including Polish/EU investors), seeks to purchase or gain meaningful participation or “domination” in one of 23 protected entities designated by the Council of Ministers (see section 2.3 below).

Under the General Rules, meaningful participation is reached upon acquiring or crossing 20%, 25% or 33% of votes or share capital (and, for a simple joint-stock company, measured against the total number of shares), and the scope expressly captures asset deals where the acquisition concerns the protected entity’s enterprise or an organised part thereof. ”Domination” is acquired at ≥50% of votes or share capital (including in a simple joint-stock company, by reference to the total number of shares) by acquiring or subscribing for shares or rights attached to shares, and the regime also covers indirect and subsequent acquisitions that produce these outcomes. The concept of “domination” is expressly defined in the legislation. For the remainder of this guide, we generally use the more common term “control”; however, it is important to note that this concept as understood under e.g. the EU merger control rules differs from the definitions applied under both the General Rules and the Specialised Rules.

Under the General Rules regime, the list of protected entities is determined by the Council of Ministers in a regulation, which may be updated. The entities (private or State-owned) are chosen based on (i) their share in the market, (ii) the scale of their operations, (iii) threats to the fundamental interests of society related to the operations of the entity, as well as (iv) the inability to introduce a less restrictive measure and the need to apply the investment control regime.

Specialised Rules

The Specialised Rules apply to transactions involving the purchase or gain of meaningful participation or control (referred to as “domination” in the legislation, as explained above in the context of the General Rules) over a relevant target entity meeting certain criteria (see section 2.3 below) by a foreign investor (see section 2.2 below).

Under the Specialised Rules, the obligation to notify transactions is triggered when the investor plans to purchase or gain meaningful participation or control (referred to as “domination” in the legislation, as explained above) over a relevant target entity (i.e. one that meets the criteria set out in section 2.3 below).

Meaningful participation for the purposes of the Specialised Rules is defined differently to under the General Rules, namely as the ability to influence the relevant target entity’s operations by:

• owning shares representing at least 20% of all the votes at the shareholders’ meeting;
• financial participation in a partnership equal to at least 20% of all the paid contributions;
• having the right to at least a 20% share in the profits;
• owning shares representing at least 20% of all the votes in the management body and having the right to at least a 40% share in the profits of the protected entity, or financial participation in a partnership equal to at least 40% of all the paid contributions; or
• acquiring or establishing tenancy (i.e. a contract which allows an investor to manage and collect profits from the assets without acquiring them) of the enterprise of the protected entity or its business unit.

An entity has control (domination) over another entity for the purposes of the Specialised Rules when:

• it holds, directly or indirectly through other entities, the majority of votes in the controlling bodies of another entity, including under agreements with other persons;
• is entitled to appoint or dismiss the majority of the members of the management or supervisory body of another entity;
• more than half of the members of the management board of another entity are also members of the management board, proxies or persons performing management functions in the first entity or another entity with which the first entity has a dependent relationship;
• its financial participation in a partnership is equal to at least 50% of all the paid contributions; or
• it can in other ways decide the direction of the business activities of another entity, in particular on the basis of an agreement to manage another entity or obligation to transfer its profits.

Therefore, share deals are in scope of the Specialised Rules. Asset deals may also be in scope, including acquisitions or leases (tenancy) of an enterprise or an organised part of an enterprise.

General Rules

As noted above, the General Rules apply to any investor, irrespective of origin i.e. including any EU investors.

Specialised Rules

Under the Specialised Rules, relevant investors are those who do not hold citizenship (for natural persons) or do not have or did not have for at least two years prior to the notification, their registered office (for entities other than natural persons) in one of the member states of the EU, EEA or OECD.

In practice, to assess the origin of the investor it is necessary to analyse its whole corporate structure. Even if the direct investor in the particular transaction is from an EU, EEA, or an OECD member state, the Specialised Rules will be applicable where the ultimate beneficial owner of a capital group (i.e. the parent company or a natural person exercising control over the capital group) is not from an EU, EEA, or OECD member state.

The Specialised Rules also contain an “anti-avoidance clause.” This allows proceedings to be initiated against natural persons from an EU, EEA, or OECD member state, or entities based there, if there are signs of abuse or circumvention of the law. This may apply, for example, where the acquiring entity does not carry out real business activities beyond purchasing or gaining meaningful participation or control, or has no permanent office, staff, or operations in the member state.

General Rules

As noted above, the General Rules apply only to a closed-list of companies designated by the Council of Ministers. The list contains 23 entities, mainly from the energy and telecom sectors (e.g. Grupa Azoty S.A., ORLEN S.A., Polkomtel Sp. z o.o. and TVN S.A.).

Specialised Rules

The Specialised Rules apply to target entities meeting the following criteria:

• the target’s revenue from the sales of goods and the provision of services must have exceeded the PLN equivalent of EUR 10 million in the territory of Poland, in any of the two financial years preceding notification; and
• the target entity must be a business entity with its registered office in Poland (or the Polish enterprise of a protected entity or its business unit) and meet one of the following criteria:
  • be a publicly listed company (in this case it is irrelevant what activity is conducted by the publicly listed company); or
  • own property included on the list of critical infrastructure; or
  • develop or modify specified types of software; or
  • provide services of cloud computing or collecting data; or
  • operate in one of the sectors listed in the Specialised Rules (such as activities in the electricity, oil, gas, telecommunications, media, medical equipment, manufacturing of pharmaceutical products or food processing sectors).

Filing is mandatory if the transaction is caught by the rules. The transaction must not be closed prior to clearance.

The Investment Control Law was introduced to protect public policy, internal security and the public health of Poland (i.e. a risk of production or vital technology being transferred abroad, a facility being closed, or the protected entity’s operations being otherwise put in jeopardy) – these are the criteria that are considered when assessing the transaction substantively under the Investment Control Law.

A transaction may also be prohibited if:

• any formal shortcomings of the notification have not been remedied within the deadline set by the authority;
• for transactions falling under the Specialised Rules, it is not possible to verify (e.g. lack of documents enabling verification) whether the purchaser holds citizenship of one of the member states of the EU, EEA or OECD (in the case of a natural person) or has had, for at least two years prior to the notification, their registered office in one of the member states of the EU, EEA or OECD (in case of entities other than natural persons); or
• the transaction may have a negative impact on programmes or projects of EU interest.

General Rules

Depending on the type of the transaction (protected entity’s scope of activities), the authorities entitled to review foreign investments are either: (i) the competent minister in charge of state assets (ii) the Minister of National Defence or (iii) the competent minister in charge of the maritime economy (each individually a minister).

Specialised Rules

Prior to 24 July 2025, the competent authority to review transactions under the Specialised Rules was the President of the Office of Competition and Consumer Protection (Prezes Urzędu Ochrony Konkurencji i Konsumentów – “UOKiK”). Under legislative changes that entered into force on 24 July 2025, the competent authority is now the minister in charge of economic affairs (“Minister”).

Depending on the nature of the transaction, the party responsible for filing the notification (irrespective of which set of rules is engaged) is:

• the entity which intends to purchase or gain meaningful participation or domination over the protected entity;
• the subsidiary of the entity defined above or other entity specified in the applicable legislation – in the case of indirect acquisitions; or
• the relevant target entity – in the case of subsequent acquisitions (i.e, where the relevant thresholds are reached as a result of corporate actions e.g. share redemption/buyback at the level of the target entity).

If at least two entities are acting in concert, all parties are obliged to file the notification jointly.

General Rules

The respective minister has 90 calendar days to process the notification and possibly issue a decision to object. The deadline is, however, suspended if the minister requests additional information or documents, or if formal shortcomings have to be remedied.

Specialised Rules

After filing of the notification, the Minister initiates screening proceedings and issues a decision within 30 working days from the initiation of screening proceedings. The decision may result in the approval of the transaction or initiation of control proceedings for in-depth review. If control proceedings are initiated, a final decision must be issued within 120 calendar days from the initiation of the control proceedings. The deadline is, however, suspended if the Minister requests additional information or documents, or if formal shortcomings have to be remedied.

There is no administrative fee.

General Rules

The General Rules do not provide a basis for the decisions of the respective minister to be published or for any announcement regarding the transaction. However, if a protected entity or any other party to the transaction is a public company, it will be obliged to publish certain information concerning the transaction based on separate regulations regarding public companies.

Specialised Rules

Non-confidential versions of decisions issued following this procedure were, prior to the change of the competent authority (as set out in section 5.1), publicly available on the website of UOKiK.

In contrast, now that the competent authority is the Minister, the current practice remains to be seen. At this stage, there does not appear to be a dedicated section on the Ministry’s website for publishing such decisions (unless the practice develops otherwise).

General Rules

Actions taken despite the relevant authority’s objection or without filing a notification are void and of no legal effect.

Failure to notify a notifiable event is subject to a fine of up to PLN 100,000,000 (approx. EUR 21 million). This penalty may be imposed not only on the entity obliged to notify, but also on individual persons who have made transactions on its behalf (e.g. members of the management board etc.). Moreover, such persons may be sentenced to up to five years’ imprisonment.

Specialised Rules

Failing to notify a transaction or implementing a transaction in spite of a prohibition decision will result in the purchasing or gaining of meaningful participation or control over the protected entity being void and of no legal effect. In the case of transactions governed by laws other than Polish law, this will result in a prohibition on the exercise of the rights attached to shares in the protected company, excluding the right to sell.

Possible penalties include: either or both of a fine of up to PLN 50,000,000 (approx. EUR 10.5 million) and imprisonment from six months up to five years. A penalty of up to PLN 5,000,000 (approx. EUR 1.05 million) may also be imposed on those legally responsible for the business operations of the protected entity. Moreover, such persons may be sentenced to up to five years’ imprisonment.