Below are the questions foreign investors ask most often while planning an M&A transaction in Poland, together with concise, practical answers.

How long does an M&A transaction in Poland take, from LOI to closing?

A straightforward deal with no filing requirement to the Office of Competition and Consumer Protection (UOKiK) and no investor from outside the EU, European Economic Area (EEA) and the Organisation for Economic Co-operation and Development (OECD) can close within 6–10 weeks of signing the letter of intent (LOI). If a merger notification or foreign investment screening is required, a realistic horizon is 3–6 months, since the Share/Asset Purchase Agreement’s (SPA) conditions precedent must accommodate the time regulators need to review the filings. UOKiK’s own Phase I review, for cases that do not require a market study, takes about 1 month by statute from submission of a complete filing — a request to complete missing formal elements will in practice extend this period, and only a referral to Phase II adds a further 4 months.

As a non-EU investor, can I freely buy a Polish company?

Generally, yes — Polish law does not restrict foreign entities from acquiring shares. Restrictions arise in two situations: when the investor comes from outside the EU, EEA and OECD and the target operates in a sector deemed strategic (triggering foreign investment control), and when the target operates in a regulated sector requiring separate approval (banking, insurance).

Is a notary always required for an M&A transaction?

Selling shares in a Sp. z o.o. requires a written form with notarially certified signatures — not a full notarial deed. A full notarial deed becomes necessary when an asset deal involves real estate — the transfer of ownership of the property itself must take that form, regardless of the form used for the rest of the transaction. In a share deal, the real estate remains owned by the company (only the owner of the shares changes), so simply owning it does not trigger a notarial deed requirement.

What happens to employees after a company is acquired?

In a share deal, nothing formally changes — the same company remains the employer. In an asset deal, employees transfer to the buyer by operation of law (Article 23¹ of the Labour Code), and reducing headcount immediately after the transaction, justified solely by the transfer itself, is not permitted.

What is the tax difference between a share deal and an asset deal?

A share sale triggers 1% PCC payable by the buyer. Selling individual assets triggers 23% VAT, unless the subject is the entire enterprise or an organised part of it — in that case VAT does not apply, and PCC applies instead, at 2% (real estate and movable property) or 1% (other property rights).

What can be done if the seller hid liabilities that surface after closing?

The scope of protection depends on what the SPA provides. If the agreement contains a sufficiently broad set of representations and warranties (the seller’s statements about the company’s condition, with liability if untrue), the buyer can seek damages under the general rules of contractual liability — and if the transaction was covered by W&I insurance, the claim goes to the insurer instead of a seller who, by that point, may already be insolvent or hard to locate.

⚠️ Warning: updating the CRBR beneficial ownership register after closing A change of shareholder or beneficial owner must be reported to the Central Register of Beneficial Owners (CRBR) within 14 working days of the event — updating the National Court Register (KRS) does not automatically update the CRBR, since these are separate registers. Failing to file, or filing late, carries a fine of up to PLN 1,000,000, though fines actually imposed in practice tend to be lower (averaging around PLN 9,000–11,000 for limited liability companies). This is one of the most frequently overlooked post-closing obligations in Polish M&A deals.

Do transaction documents have to be in Polish?

No — the Share/Asset Purchase Agreement (SPA) can be negotiated and signed in English; Polish law does not require the commercial contract itself to be in Polish. A sworn translation becomes necessary only once the document goes before a notary (for signature certification) or the registry court when filing changes with the KRS. In practice, this means having a sworn translator present at signing, or preparing a bilingual version of the document.

What are the typical costs of an M&A transaction in Poland, beyond the price?

Beyond the purchase price itself, the budget for a deal usually includes: the notarial fee for certifying signatures (much lower than for a full notarial deed), legal and tax advisor fees on both sides, PCC payable by the buyer, the UOKiK filing fee where a notification is required, and — if the parties opt for it — the W&I insurance premium.

Can the transaction be completed without travelling to Poland?

💡 Tip from Destrier Personal presence in Poland is usually not required. The share purchase agreement, with notarially certified signatures, can be signed abroad (before a notary or a Polish consul) or through a proxy acting under a power of attorney with a notarially certified signature. Consult a law firm as early as possible on which route to take — the choice affects the transaction timeline and cost, and a poorly prepared foreign power of attorney is sometimes challenged by the registry court when filing the ownership changes with the KRS.
Have another question about M&A transactions in Poland? Destrier Law Firm answers foreign investors’ questions at every stage of a deal — from structuring, through due diligence, to closing. Get in touch.

Legal position: 2026 (updated: September 2026). This article is for informational purposes only and does not constitute legal advice. We recommend seeking individual legal advice before making any decisions.