Merger Control and Sector-Specific Regulation in Polish M&A

Even a well-negotiated Share/Asset Purchase Agreement (SPA) does not close a transaction if the required regulatory clearances have not been obtained first. Depending on the size of the deal and the target’s sector, this may require a notification to the President of the Office of Competition and Consumer Protection (UOKiK), a filing under the foreign investment control regime, or a separate approval from a sector regulator. Below we explain when each of these obligations arises and the risk of overlooking them.

UOKiK merger control — when notification is mandatory

An intended concentration must be notified to the President of UOKiK if the combined turnover of the transaction’s participants exceeded EUR 1 billion globally or EUR 50 million in Poland in the preceding year. The Act provides for a de minimis exemption: no notification is required if the target’s turnover in Poland did not exceed EUR 10 million in either of the two preceding years — even if the combined turnover thresholds are met.

If the transaction exceeds the EU merger control thresholds (combined worldwide turnover above EUR 5 billion, together with sufficiently high EU-wide turnover), the notification goes to the European Commission instead of UOKiK — the one-stop-shop principle applies, ruling out parallel national proceedings.

Gun-jumping risk — closing before clearance

Until UOKiK issues its clearance, a standstill obligation applies — the parties may not integrate operations or exercise the corporate rights arising from the acquisition. Closing before clearance is obtained, known as “gun jumping”, carries a penalty of up to 10% of turnover achieved by the participant in the year preceding the fine — regardless of whether the transaction itself would ultimately have been cleared.

Foreign investment control (FDI)

The Act on the Control of Certain Investments covers acquisitions by investors from outside the European Union, the European Economic Area and the Organisation for Economic Co-operation and Development (OECD) in companies operating in sectors deemed strategic (including critical infrastructure, energy, public health and media). Since 24 July 2025, the authority competent to review notifications is the minister responsible for the economy — currently the Minister of Finance and Economy, following a July 2025 government reorganisation that merged the finance and economy portfolios — previously this role was performed by the President of UOKiK. The same amendment also removed the regime’s time limit, so it now applies indefinitely rather than expiring on a fixed date requiring periodic renewal. Completing a transaction subject to the notification requirement without clearance can render the acquisition of shares void.

Sector-specific approvals — banks, insurers, energy

Beyond merger control and foreign investment screening, individual regulated sectors impose their own separate obligations. The banking and insurance sectors require KNF approval for acquiring a significant stake, as described above. In the energy sector, a change in the shareholder or shareholding data of a company holding an energy or fuel trading licence must be reported to the President of the Energy Regulatory Office (URE). The licence itself remains valid, but updating the registered data is a separate administrative duty, to be completed within 7 days of the change. Overlooking it can trigger not only a request to complete the filing and a delay in formally closing the ownership structure in the regulator’s registers, but also a fine imposed on the company under Article 56 of the Energy Law (generally no less than PLN 10,000). Telecoms and the media sector are subject to their own separate notification duties to the relevant regulators, depending on the target’s specific business profile.

Four separate control regimes apply to M&A deals in Poland — in practice, each one needs to be checked individually, since they cover different aspects of the same transaction.

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.