Merger Control in Poland: When UOKiK Clearance Is Required

Merger control is the legal review of transactions that may materially change market structure, including mergers, acquisitions of control, joint ventures and acquisitions of assets. In Poland, the President of the Office of Competition and Consumer Protection – UOKiK – may need to approve a concentration before it is implemented. The applicable framework is set out primarily in the Act of 16 February 2007 on Competition and Consumer Protection [1].

For international investors, Polish merger control is relevant not only to transactions involving Polish companies. Foreign-to-foreign deals may also require a concentration filing in Poland where the transaction meets the statutory turnover thresholds and produces or may produce effects in Poland.

UOKiK merger notification thresholds in Poland

A notification to UOKiK is generally required where the transaction qualifies as a concentration under Article 13(2) of the Act and the relevant turnover thresholds are exceeded.

A concentration occurs in particular through:

• a merger of two or more independent undertakings;
• the acquisition of direct or indirect control over one or more undertakings;
• the creation of a joint venture by undertakings; or
• the acquisition of all or part of another undertaking’s assets, where the turnover generated by those assets in Poland exceeded EUR 10 million in either of the two financial years preceding the notification.

The notification obligation arises if, in the financial year preceding the year of notification, the combined worldwide turnover of the undertakings participating in the concentration exceeded EUR 1 billion, or their combined turnover in Poland exceeded EUR 50 million [1]. Turnover is calculated on a group basis in accordance with Article 16 of the Act, which also contains specific rules for jointly controlled entities [1]. The method of calculating turnover, including specific rules for banks, insurers and investment funds, is governed by the Regulation of the Council of Ministers of 23 December 2014 on the method of calculating turnover of undertakings participating in a concentration [2].

The thresholds are not limited to the revenue of the buyer and target as separate legal entities. In an acquisition, the turnover of the acquiring group is generally relevant, while the target-side analysis includes the target and entities controlled by it. This can materially change the result for multinational corporate groups.

Concentration filing for an acquisition in Poland: what constitutes control?

Control does not require the acquisition of more than 50% of shares. Under Article 4(4) of the Act, control may result from rights, agreements or other arrangements that enable an undertaking to exercise decisive influence over another undertaking [1].

Therefore, a minority acquisition may require notification if it gives the investor decisive influence over strategic decisions. Relevant rights may concern, for example, approval of the budget, appointment of management board members, business plans, significant investments or entry into new markets.

Share purchase agreements, shareholder agreements, governance documents and veto rights should therefore be reviewed before signing and before closing. A transaction described commercially as an investment or partnership can still be treated as an acquisition of control for merger control purposes.

Three statutory exceptions to the notification obligation

Not every transaction meeting the turnover thresholds must be notified. The Act contains several exclusions. The following three exceptions are particularly relevant in practice:

1. Temporary acquisition by a financial institution. Notification is not required where a financial institution whose business includes investing in shares or interests acquires them temporarily for resale, provided that the resale takes place within one year of the acquisition or subscription. The institution must not exercise rights attached to those shares or interests, except for the right to dividends, or may exercise them solely in preparation for the resale. Article 14(2) of the Act applies [1].
2. Acquisition of shares to secure claims. Notification is not required where shares or interests are acquired temporarily to secure claims, provided that the acquirer does not exercise rights arising from them, except for the right to sell the shares or interests. This is set out in Article 14(3) of the Act [1].
3. Acquisition in insolvency proceedings. Notification is not required for a concentration taking place in the course of insolvency proceedings, unless the undertaking acquiring control or assets is a competitor of the undertaking being acquired (or whose assets are being acquired) or belongs to a capital group that includes such competitors. Article 14(4) of the Act applies [1].

A further important exclusion concerns low target-side turnover in Poland. In an acquisition of control, the notification obligation does not arise if the Polish turnover of the target, together with its subsidiaries, did not exceed EUR 10 million in either of the two financial years preceding the notification (Article 14(1) of the Act). For mergers and joint ventures, a corresponding exclusion applies where none of the undertakings concerned exceeded that level in Poland (Article 14(1a)), and a combined test applies where control over group companies and assets of the same group are acquired together (Article 14(1b)). Article 16 also requires turnover from related transactions carried out within two years to be aggregated, so the rule should be tested against the factual structure of the transaction [1].

Foreign-to-foreign deals with a Polish nexus

There is no general exemption simply because the parties are incorporated outside Poland or the signing and closing occur abroad. A foreign-to-foreign transaction may require UOKiK clearance where it meets one of the statutory turnover thresholds, produces or may produce effects in Poland, and no statutory exclusion applies.

The assessment should identify revenue generated in Poland, including sales into Poland, turnover of Polish subsidiaries and turnover attributable to assets or operations transferred as part of the transaction. Early analysis is important because a Polish filing can affect the global closing timetable, transaction documentation and conditions precedent in cross-border M&A transactions.

UOKiK clearance timeline: Phase I and Phase II

UOKiK reviews most straightforward transactions in Phase I. Under Article 96 of the Act, the authority should issue its decision within one month from the commencement of proceedings. Periods during which UOKiK awaits notifications from other parties, the remedying of deficiencies or additional information, or payment of the filing fee are not counted towards that period [1].

In particularly complex cases, where there is a reasonable likelihood that the concentration will significantly restrict competition, or where a market investigation is required, UOKiK may move the case to Phase II. Under Article 96a of the Act, the time limit is then extended by a further four months, which means up to five months in total from the commencement of proceedings, excluding periods during which UOKiK awaits information or the parties’ response to objections or proposed conditions, and with a further 14 days where the parties offer remedies [1]. According to UOKiK, most cases are resolved in Phase I [4].

Possible outcomes include unconditional clearance, conditional clearance subject to remedies, prohibition, or, exceptionally, clearance of a concentration that restricts competition where this is justified, for example by economic development or technical progress. Where the transaction is not notifiable, the notification is returned. Remedies may include divestments, relinquishing control over specific undertakings or granting licences to competitors. The practical timeline should include time for pre-notification preparation, turnover analysis, translation of documents and responses to UOKiK questions.

Gun-jumping fines in Poland and standstill risk

A notifiable concentration must not be implemented before UOKiK clearance is obtained or before the statutory period for issuing a decision expires. This standstill obligation follows from Article 97 of the Act [1].

Gun-jumping may include closing a transaction prematurely, exercising control before clearance, integrating business operations too early or exchanging competitively sensitive information without appropriate safeguards. The assessment is fact-specific. Clean teams and narrowly designed interim covenants can be important where the parties are competitors or operate in vertically related markets.

Under Article 106(1)(3) of the Act, UOKiK may impose a fine of up to 10% of the undertaking’s turnover in the financial year preceding the year in which the fine is imposed for implementing a concentration without clearance, even if the infringement was unintentional. Individuals performing managerial functions or sitting on the management board may also face personal fines of up to 50 times the average salary under Article 108(1)(2) of the Act if they failed, intentionally or unintentionally, to notify a concentration [1]. In addition, where a notifiable concentration has been implemented without notification and competition cannot be restored otherwise, UOKiK may order measures such as division of the merged undertaking, divestment of assets or of shares conferring control, under Article 21(2) and (4) of the Act, within five years of the concentration [1].

Merger control vs FDI screening in Poland

Merger control and foreign direct investment screening are separate regimes. A transaction may require review under both the Competition and Consumer Protection Act and the Act of 24 July 2015 on the Control of Certain Investments [3]. Depending on the applicable statutory mechanism, the latter regime may apply to acquisitions involving protected Polish entities and, under the separate screening mechanism originally introduced as a temporary COVID-19 measure, to certain investors from outside the EU, EEA and OECD, subject to detailed statutory conditions. Since 24 July 2025, that mechanism has applied without a time limit, and notifications under it are reviewed by the minister responsible for the economy rather than the President of UOKiK [5].

A UOKiK merger control decision does not replace an FDI screening assessment, and an FDI filing does not remove the need to consider merger control. Transaction planning should therefore map both procedures at the outset, particularly in sectors connected with infrastructure, energy, technology, healthcare, food production or data-related activities.

This is informational material, not legal advice. For a transaction-specific assessment of notification risk, timing and filing strategy before signing or closing, international investors can contact the Kopeć & Zaborowski legal team.

FAQ – Merger Control in Poland

Is UOKiK clearance required for every acquisition of a Polish company?

No. Clearance is required only if the transaction qualifies as a concentration, the relevant turnover thresholds are met, the transaction produces or may produce effects in Poland, and no statutory exclusion applies. The EUR 10 million target turnover exclusion is often relevant in acquisitions of control.

What are the UOKiK merger notification thresholds?

The combined worldwide turnover of the undertakings participating in the concentration must exceed EUR 1 billion, or their combined turnover in Poland must exceed EUR 50 million, in the financial year preceding the year of notification.

Can a minority share acquisition require a Polish merger filing?

Yes. A minority acquisition may be notifiable where it gives the investor decisive influence over the target, for example through governance rights or veto rights over strategic business decisions.

How long does UOKiK clearance take?

Phase I should generally take one month from the commencement of proceedings. If UOKiK moves the case to Phase II, the time limit is extended by a further four months, i.e. up to five months in total, subject to statutory rules excluding certain periods, such as waiting for information requested by UOKiK.

Are foreign-to-foreign transactions notifiable in Poland?

They can be. The location of incorporation or closing is not decisive. The key issues are the statutory turnover thresholds, whether the transaction produces or may produce effects in Poland, and the applicability of any exclusion.

What is the penalty for gun-jumping in Poland?

UOKiK may impose a fine of up to 10% of the undertaking’s turnover in the financial year preceding the year in which the fine is imposed. The authority may also impose personal fines of up to 50 times the average salary on managers who fail to notify a concentration and order measures to restore competition, such as divestments.

Bibliography

[1] Act of 16 February 2007 on Competition and Consumer Protection, consolidated text: Journal of Laws of 2025, item 1714, in particular Articles 4, 13, 14, 16, 21, 96, 96a, 97, 106 and 108.

[2] Regulation of the Council of Ministers of 23 December 2014 on the method of calculating turnover of undertakings participating in a concentration, Journal of Laws of 2015, item 79.

[3] Act of 24 July 2015 on the Control of Certain Investments, consolidated text: Journal of Laws of 2026, item 47, as amended.

[4] Office of Competition and Consumer Protection – UOKiK, Concentration control, https://uokik.gov.pl/en/concentration-control.

[5] Act of 9 July 2025 amending the Act on the Control of Certain Investments and certain other acts, Journal of Laws of 2025, item 973.