Introduction

The Polish FDI regime, originally introduced in 2020 for a 24-month period and subsequently extended for an additional 60 months through July 24, 2025, established a mechanism for reviewing foreign investments. Until July 24, 2025, that mechanism was overseen by the Polish Competition Authority ("UOKiK"). Under new legislation, the FDI screening regime has become permanent for investors from outside the European Economic Area ("EEA") and the Organisation for Economic Co-operation and Development ("OECD"). At the same time, review authority was transferred from UOKiK to the Ministry of Finance and Economy ("MoFE").

Summary of major changes in 2025

• In 2025, the authority responsible for enforcing Poland's FDI regime changed, with review powers transferred to MoFE. The FDI regime has also become permanent.
• To date, MoFE has concluded two proceedings. One resulted in a decision not to initiate an inspection or raise an objection, and the other in a refusal to initiate a preliminary investigation (the latter involved a UAE investor and target active in the IT software sector). Notably, MoFE currently does not plan to publish its decisions in any publicly accessible register, which may complicate access to information on issued decisions.
• In July 2025, MoFE issued new FDI guidelines aligned with those released by UOKiK in 2024, suggesting that the new authority will likely maintain existing decision making practices.
• Between 2020 and 2025, UOKiK issued 13 clearance decisions. Of these, only two transactions underwent more detailed Phase II scrutiny, and UOKiK did not oppose any transaction reviewed under the FDI regime, although one notification was withdrawn by the party. An additional 12 filings were rejected for falling outside the scope of the regime.
• UOKiK's review primarily focused on strategic sectors such as oil and gas, energy, metallurgy, electronic payments, transportation and the food industry. However, transactions across a broad range of other sectors may also attract regulatory attention. Investor nationality was not a determining factor for UOKiK review, with approved investors including entities from China, Egypt, India, Saudi Arabia, Singapore, Ukraine and the United Arab Emirates.

Who files?

Except for explicitly excluding transactions involving the Polish state as an investor from the FDI regime, the new law from 2025 did not introduce any other changes to the FDI provisions. Therefore, the framework for reviewing foreign investments remains unchanged.

All non-EEA and non-OECD nationals (natural persons without EEA or OECD citizenship) and non-EEA and non-OECD entities (those without a registered office in the EEA or OECD for at least the past two years) are required to file for clearance when entering into any covered transaction. The origin of an investor is assessed at the ultimate parent level, meaning the nationality of the party directly involved in the transaction is not of primary importance. Interestingly, the latest practice confirmed that in a joint control scenario, the involvement of just one foreign parent company among the investors is sufficient to trigger an FDI filing requirement.

In cases of indirect acquisitions, the obligation to submit a post-closing filing lies with the acquired entity holding dominance or a qualified stake in the covered entity. However, market practice shows that, to ensure greater deal certainty, parties often opt for pre-closing filings even in such scenarios.

The FDI rules include specific provisions to prevent circumvention of the EEA/OECD domicile requirement. For instance, subsidiary entities, branches or representative offices of non-EEA/non-OECD nationals or entities are also classified as non-EEA/non-OECD entities.

Moreover, even if an acquisition is conducted by an EEA/OECD citizen or entity with a registered office in the EEA/OECD, the buyer may still be deemed "foreign" if there are indications of circumvention of law. Examples include cases where the buyer engages only in holding shares or controlling other entities, does not conduct sustainable business activities, or lacks staff within the EEA/OECD.

Types of deals reviewed

There are three types of deals involving covered entities that require clearance.

The first is the direct or indirect acquisition of control over the covered entity, including: holding more than 50 percent of the votes at the general/shareholders' meeting, or 50 percent or more of the capital; having the right to appoint and/or dismiss the majority of the members of the management board or the supervisory body of the covered entity; and having any other right to decide the direction of the covered entity's business, including under an agreement with the covered entity.

Second, the direct or indirect acquisition of a qualifying holding in the covered entity representing 20 percent or more of the votes at the general or shareholders' meeting, share capital, or share in distributed profits requires clearance. This also includes the acquisition of any holding that would raise the buyer's total to more than 40 percent of votes, share capital or share in distributed profits.

Finally, clearance is also required for the purchase or lease of the enterprise, or an organized part thereof, of the covered entity through an asset deal.

The clearance obligation is also triggered if any of the above arises from the redemption of shares by a covered entity, a covered entity's purchase of its own shares, or the merger or spin-off of a covered entity.

There is no predetermined list of covered entities. However, any entity that (i) has its registered seat in Poland, (ii) achieved revenue in Poland exceeding €10 million in at least one of the two preceding financial years, and (iii) is either publicly listed in Poland, holds assets classified as part of critical infrastructure, develops or modifies important software, or operates in strategic sectors, may be considered a covered entity.

Scope of the review

The authority may issue an objection if the transaction poses at least a potential threat to public order, public security or public health in Poland, or if it might negatively impact projects or programs of interest to the EU. Therefore, political considerations may form the basis for potential objection decisions issued by the authority, especially after July 24, 2025, when FDI review powers were transferred to MoFE.

A transaction made without the required notification or despite an objection by MoFE is considered null and void.

In the case of an indirect acquisition through transactions not governed by Polish law, such as the merger of non-Polish entities resulting in a change of control over a covered entity, while such transactions will not be unwound, the acquirer will not be allowed to exercise its corporate rights in the covered Polish company.

Additionally, breaching the clearance obligation constitutes a criminal offense, punishable by a fine of up to 50 million Polish zloty (US$13.7 million) and/or imprisonment for up to five years.

Finally, in the case of an indirect acquisition, a person required by law or by agreement to manage the affairs of a subsidiary that has not submitted the required notification will also be subject to a fine of up to 5 million Polish zloty (US$1.4 million) and/or imprisonment for up to five years, if that person was aware of the acquisition being made.

Review process timeline

The FDI review procedure before MoFE takes up to 30 business days. However, this can be extended for an additional 120 calendar days if MoFE decides to initiate control proceedings. Deadlines are suspended when MoFE is awaiting requested information and documents.

How foreign investors can protect themselves

Merging parties must consider the FDI rules whenever contemplating a transaction with a Polish element, such as when a Polish company is directly targeted or part of the target group. Most transactions require an assessment to determine whether an FDI filing is triggered in Poland. This assessment can be complex, requiring data from the parties involved, including detailed information on the capital group structures, the domicile of the ultimate beneficial owners, and the transaction structure and scope of business of Polish targets.

Given the potential for varied interpretations of the FDI rules and the possible need for consultation with MoFE, FDI analysis should be initiated early in the transaction process. This is especially important under MoFE's jurisdiction, as very few decisions have been issued yet, it it is not certain whether transactions will be subject to heightened scrutiny.

Moreover, UOKiK was becoming increasingly formalistic when it came to the documentation required for FDI proceedings. Since the authority may request documents to be translated, apostilled or legalized (depending on the case), it can significantly prolong the document collection process. It remains to be seen whether MoFE will continue this formalistic approach. However, this element should be factored into the transaction timeline.

As with other jurisdictions, it is critical for foreign investors to factor in Polish FDI considerations when planning and negotiating transactions. Investors should ensure that a condition precedent related to obtaining FDI clearance in Poland is included, where appropriate, before closing. In some cases, it may also be necessary to allocate potential risks related to the FDI proceedings between the merging parties.

In most instances, obtaining swift clearance requires the FDI notification to be drafted clearly and informatively, accompanied by convincing evidence that the transaction will not raise any concerns. This necessitates not only a deep understanding of the transaction dynamics but also efficient cooperation between different teams of advisers and effective communication with the client.

After submitting an FDI filing, it is essential to remain actively engaged in the process, build a positive working relationship with the authority, and respond promptly to all queries from the authority.

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