A foreign acquirer seeking to take a significant stake in a Polish company now faces a mandatory pre-clearance step that did not previously apply to all sectors. Poland has expanded its foreign investment screening regime, introducing new notification requirements that affect a broader range of transactions than before. International businesses that proceed without timely notification risk having the transaction voided – a consequence that cannot be remedied after closing.
Poland's amended investment screening legislation entered into force in early 2025 and extends mandatory prior notification to foreign investors acquiring qualifying interests in Polish entities across an expanded list of protected sectors. Transactions meeting the threshold criteria must be notified to the competent review authority before completion. Failure to notify within the prescribed period exposes the acquirer to administrative sanctions and potential transaction nullity.
This alert explains what changed, which investors and companies are directly in scope, and what immediate steps international businesses should take to avoid non-compliance.
What changed – the regulatory development and its effective date
Poland's investment screening rules are grounded in its national investment control legislation, which implements the EU Foreign Direct Investment Screening Regulation at the domestic level. The 2025 amendments materially widened the scope of that regime. Two changes are operationally significant.
First, the list of protected sectors has been extended. Energy infrastructure, digital communications, water supply, financial market infrastructure, and strategically sensitive manufacturing now sit alongside the previously covered defence and critical technology sectors. Entities operating in those areas – even indirectly, through subsidiaries or service contracts – may now fall within the notification perimeter.
Second, the threshold for triggering notification has been lowered. Under the prior rules, only acquisitions of a majority or controlling interest required review in several categories. The amended legislation introduces notification obligations at lower ownership thresholds, including acquisitions of qualifying minority interests where the investor obtains certain governance rights. This change directly affects private equity transactions, joint ventures, and minority co-investments structured to avoid a full change of control.
The amendments took effect on 1 January 2025. Transactions signed but not yet closed as of that date fall under the new rules if completion occurs after the effective date. Deals in structuring or due diligence at the time of publication are therefore already subject to the updated obligations.
For companies with exposure to Polish banking and finance sector assets in Poland, the amendments introduce additional notification triggers under both the investment screening regime and prudential supervision rules. Both tracks must be assessed in parallel.
Who is affected – threshold criteria and business categories in scope
The new requirements apply to foreign investors as defined under Polish investment legislation. That term covers individuals and legal entities that are nationals of. Alternatively, incorporated in. A state outside the European Union and the European Economic Area. and, in certain circumstances, EU-domiciled entities that are ultimately controlled by non-EU persons.
The following categories of Polish target companies are within scope:
- Companies operating critical infrastructure, including energy generation and transmission assets
- Entities providing digital infrastructure services, including data centres and telecoms networks
- Financial market participants subject to supervision by the Polish Financial Supervision Authority (Komisja Nadzoru Finansowego – KNF)
- Companies engaged in the production or supply of strategically sensitive goods, including dual-use items
- Media organisations operating under Polish broadcasting legislation
The threshold criteria are transaction-specific. Notification is triggered when a foreign investor acquires a qualifying interest. generally defined in the legislation by reference to voting rights. Board representation rights. Alternatively, ownership percentage. in a target that meets the sector and revenue conditions set out in the amended rules. Investors acquiring interests through securities offerings, IPO participation, or secondary market purchases of listed shares are not automatically exempt. The acquisition of disclosure obligations thresholds on the Warsaw Stock Exchange does not substitute for investment screening notification.
A common misconception is that investment funds structured as EU-domiciled vehicles fall entirely outside the screening perimeter. In practice, the competent authority examines the ultimate beneficial ownership and control chain. An investment fund incorporated in Luxembourg or the Netherlands but managed or funded from a non-EEA jurisdiction may still be treated as a foreign investor for screening purposes.
To discuss whether a planned acquisition in Poland falls within the new notification requirements, contact us at info@ferrazwhitmore.com.
What to do now – immediate actions and compliance timeline
International companies with active or planned transactions involving Polish targets should treat the following steps as time-sensitive. The review authority does not offer informal pre-clearance opinions on a routine basis, which means that early internal assessment is the primary risk management tool.
- Audit existing and pipeline transactions. Review all pending or structuring-phase acquisitions involving Polish entities. Confirm whether the target operates in any of the expanded protected sectors, regardless of how the transaction was originally categorised.
- Assess the investor's classification. Determine whether the acquirer – or its ultimate beneficial owner – qualifies as a foreign investor under the amended legislation. EU-domiciled holding structures require particular attention where non-EEA capital is present.
- Map the applicable threshold. Calculate whether the proposed ownership, voting rights, or governance entitlements reach the notification threshold. Minority stakes with veto rights or board appointment rights may independently trigger notification even below conventional ownership thresholds.
- File notification before signing, where required. The legislation requires prior notification for transactions above the relevant thresholds. Signing a binding agreement before obtaining clearance – or at minimum filing – carries material legal risk, including the possibility that the transaction is declared null and void.
- Coordinate with prospectus and securities disclosure obligations. Where the transaction involves a listed company or a securities offering, notification to the investment screening authority must be coordinated with listing requirements and any applicable prospectus or disclosure obligations under capital markets legislation.
The practical compliance deadline is the date of signing the binding transaction document. For transactions structured as multi-step processes. such as those involving a letter of intent, exclusivity agreement, and then a share purchase agreement – legal advice should be obtained before the first binding commitment is made.
International businesses managing cross-border capital structures with Polish components should also review their obligations under our dedicated resource on capital markets law in Poland. This covers the interaction between investment screening and securities regulation in depth.
For comparable screening developments in another EU jurisdiction, the alert on investment screening requirements in Portugal provides a useful reference point for businesses with multi-jurisdiction exposure.
About Ferraz & Whitmore
Ferraz & Whitmore is an international law firm based in Lisbon, advising business clients across 46 jurisdictions. Our capital markets and regulatory practice supports international investors, investment funds, and corporate acquirers in meeting foreign investment screening obligations across European markets, including Poland. As a law firm in Poland and across the EU advising international clients, we combine Portuguese civil law expertise with English common law tradition to provide cross-border legal solutions that address both investment screening requirements and the broader securities regulation context. including prospectus obligations. Listing requirements. Additionally, disclosure obligations before the Komisja Nadzoru Finansowego. Our team includes practitioners with experience before regulatory authorities and cross-border review bodies across the region. Engaging a lawyer in Poland with cross-border capital markets experience is particularly important where transactions involve both investment screening and securities law obligations simultaneously. To discuss your specific situation and receive a preliminary review of your transaction's compliance exposure in Poland, email us at info@ferrazwhitmore.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. Ferraz & Whitmore 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@ferrazwhitmore.com.