Poland

Polish merger control is governed under the Act of 16 February 2007 on Competition and Consumer Protection (Dz.U. 2025 poz. 1714) (“Competition Act”).

The regime is mandatory and suspensory. Once relevant thresholds are met, notification is mandatory and the closing is prohibited until clearance. Gun-jumping is subject to fines.

Formally the authority responsible for merger control is the President of the Office of Competition and Consumer Protection (OCCP) (Prezes Urzędu Ochrony Konkurencji i Konsumentów) (“President of the OCCP”), appointed by the Prime Minister for a five-year term. In practice, each merger control filing is reviewed by an individual case handler, supported by substantive departments of the office.

Merger control is economy-wide. Apart from merger control, the Polish foreign direct investment (FDI) regime applies separately for strategic sectors or entities.

The Council Regulation (EC) No 139/2004 of 20 January 2004 on the control of concentrations between undertakings (EUMR) applies to EU-dimension concentrations (one-stop shop).

The authority cooperates with the European Commission/national competition authorities (NCAs) via the European Competition Network (ECN), as well as with domestic sector regulators (e.g. energy, telecoms, financial markets).

No specific reform is currently pending.

The trigger for Polish merger control is a “concentration” within the meaning of the Competition Act. A concentration arises through:

• a merger of undertakings;
• an acquisition of control
• the creation of a joint venture; or
• the acquisition of an undertaking or part thereof (including assets constituting a business), where the turnover generated by those assets exceeded EUR 10 million in Poland in either of the two preceding financial years.

For acquisitions of control, “control” is defined under Article 4(4) of the Competition Act as the ability to exercise decisive influence (directly or indirectly) over another undertaking, assessed in the light of all legal and factual circumstances. Such influence may arise from rights including: majority voting rights; the power to appoint or dismiss a majority of the members of the management or supervisory board; rights to all or part of the undertaking’s assets; or contractual arrangements such as management or profit-transfer agreements.

There is no minimum shareholding threshold: even a minority stake may confer control if it enables decisive influence — whether exercised positively or negatively (e.g. through blocking rights). The lowest level of control caught is therefore any situation conferring decisive influence, regardless of the percentage of shares held.

A concentration is notifiable provided that the relevant turnover thresholds are met — where the combined worldwide turnover of the undertakings concerned exceeds EUR 1 billion or their combined turnover in Poland exceeds EUR 50 million, and the turnover of the target, or either merging parties, or either joint venture (JV) parents, has exceeded EUR 10 million.

Yes. Generally, a temporary acquisition conferring control is caught by Polish merger control and may trigger a filing obligation if the turnover thresholds are met. However, Article 14 of the Competition Act provides a closed list of exclusions from notification, including in particular: temporary acquisition/holding by a financial institution for resale within one year (with restrictions on exercising rights); and acquisition/holding to secure a receivable (no exercise of rights other than the right to sell).

The Competition Act catches four transaction structures:

• mergers of two or more independent undertakings;
• acquisitions of direct or indirect control by any means;
• the creation of a JV; and
• acquisition of assets (all or part of an undertaking) where the turnover generated by the acquired assets in Poland exceeded EUR 10 million in any of the two preceding financial years.

Formation of a JV is caught as a concentration, provided the relevant turnover thresholds are met. A JV may be created either through a newly incorporated entity or by using an existing company. The JV does not have to be jointly controlled or full function to be caught by Polish merger control.

Purely foreign JVs are excluded. Specifically, it must be determined whether a JV’s activities will impact the territory of Poland or any part of it. If the markets in which the JV will operate, or the markets where vertical links between this entity and active participants exist, do not cover the territory of Poland or any part of it, and in the period of the next three years from the date of concentration, the JV does not plan to expand its business activity to a market covering the territory of Poland or a part thereof, it should be concluded that the effect criterion in Poland is not met.

(a) In the case of the acquisition of control over more than one undertaking within a transaction or related transactions, in particular when the undertakings over which control is acquired belong to the same capital group, a single notification is acceptable.

Where a concentration is multistage, it is possible to notify only the final stage of concentration, provided that: at the filing date it is certain the intermediate stage is purely transitional; and the transitional stage should, as a rule, not exceed two years.

Separately, if there are (simultaneously or within two years) multiple acquisitions of control and/or assets from undertakings belonging to the same capital group, the turnover of the acquired entities/assets should be aggregated.

(b) There is no general “package deal” aggregation rule for different‑party transactions. Submitting one notification is permissible only if the control is acquired as part of the same transaction or interrelated transactions (in particular where the targets belong to the same capital group).

Notification is required if, in the financial year preceding the year of filing, either: the combined worldwide turnover of the undertakings concerned exceeded the equivalent of EUR 1,000,000,000; or their combined turnover in Poland exceeded the equivalent of EUR 50,000,000 (alternative thresholds).

Turnover is calculated for the preceding financial year and includes the turnover of the entire capital groups of the undertakings participating in the concentration. Turnover of jointly controlled undertakings is included on a pro rata basis in proportion to the participation in control, and intragroup turnover is excluded. “Turnover in Poland” means turnover generated in Poland (i.e. sales to customers located in Poland); exports are excluded, while imports into Poland are included. Detailed calculation rules (including for banks/insurers/funds, among others) are set out in an implementing regulation.

There is no general assets-based jurisdictional threshold in Poland. However, an acquisition of a part of another undertaking’s property (all or part of an undertaking) is notifiable only if the turnover generated by the acquired property in Poland exceeded the equivalent of EUR 10 million in any of the two financial years preceding the notification

Amounts expressed in foreign currencies are converted into PLN using the average exchange rate of the National Bank of Poland (NBP) published on the last day of the calendar year preceding the year of filing. Where necessary, amounts are first converted into PLN and then into EUR using the same reference exchange rate.

There is no market share jurisdictional threshold.

There is no general foreign-to-foreign exemption in Poland based solely on the parties’ place of incorporation/seat. Notification may be required also for extraterritorial transactions, provided the concentration has or may have effects in Poland; as a rule this condition is met if at least one participant (its group) has turnover in Poland. For JVs, however, an additional effects assessment is required and the condition may be considered not met where the JV’s activities are not intended to have any effect on the Polish market, as discussed above.

Yes. There is a closed list of statutory exclusions from the notification obligation (even where the turnover thresholds are met). Notification is not required for:

• acquisitions of control where the target’s Polish turnover (including its controlled undertakings) did not exceed the equivalent of EUR 10 million in either of the two financial years preceding the notification;
• mergers and the creation of a joint venture where the Polish turnover of none of the merging parties/JV parents exceeded the equivalent of EUR 10 million in either of the two financial years preceding the notification;
• transactions combining an acquisition of control within one capital group together with an acquisition of assets from undertakings within the same capital group, where the combined Polish turnover of the acquired undertakings and the acquired assets did not exceed the equivalent of EUR 10 million in either of the two financial years preceding the notification;
• temporary holdings by a financial institution for resale (generally within one year and subject to statutory conditions on exercising rights);
• acquisitions for securing receivables (provided rights are not exercised other than for sale);
• acquisitions in insolvency proceedings (subject to the competitor-related carve out); and
• intra-group concentrations.

Yes. Where a notifiable concentration is implemented without the required prior clearance (including where it was not notified), the President of the OCCP may initiate merger control proceedings ex officio, as well as order measures restoring effective competition, including divestment of shares or assets, or the dissolution of a jointly controlled company. Such restorative decision may not be issued after five years from completion of the concentration. In addition, OCCP may impose administrative fines, including fines of up to 10% of the undertaking’s turnover for implementing a concentration without clearance.

There is no general “call-in” power for concentrations below the statutory turnover thresholds. However, the transaction/its effects may still be assessed under general antitrust prohibitions (restrictive agreements/abuse of dominance) where the legal conditions are met.

Different longstop periods apply depending on the stage and nature of the merger control process:

• Review timetable. Proceedings should be completed within one month from initiation, with a possible extension (in specified cases) up to four additional months, plus statutory stop-the-clock periods.
• Clearance validity. Clearance expires if the concentration is not implemented within two years, extendable by one year on request.
• Restorative powers for implemented deals. Five years from completion.

There is no voluntary notification and below-thresholds submissions result in the return of the merger control application.

Where jurisdictional thresholds are met, the notification is mandatory and the obligation cannot be waived.

Yes, there is a standstill obligation: the concentration must not be implemented until clearance or expiry of the statutory decision deadline. A narrow exception applies to a notified public offer to buy/exchange shares, provided voting rights are not exercised (or only exercised to preserve investment value/prevent serious harm).

There is no power to grant derogation from standstill.

The party or parties responsible for submitting the notification depend on the type of transaction, as follows:

• Merger. Joint submission of merging parties.
• Acquisition of control or assets. Direct acquirer.
• JV. Jointly.

If the undertaking that, according to transaction documents, is the direct acquirer/JV parent is in fact a special purpose vehicle (SPV) (without any market presence, formed solely for the purpose of the proposed concentration) its immediate parent (first entity in the structure above the acquirer that is not an SPV) is responsible for submitting the notification.

A filing fee of PLN 15,000 is payable by the notifying party/parties (a single fee irrespective of the number of the notifying parties).

Obligation is triggered by intention to concentrate. Filing is accepted based on a signed agreement demonstrating genuine intention, with letters of intent/memoranda of understanding deemed sufficient.

There is no statutory filing deadline. The standstill obligation creates a practical incentive to file promptly.

There is a prescribed form per the Council of Ministers regulation covering basic elements: details on parties and their capital groups; transaction description and supply of transaction documents; turnover data and financial statements; identification of relevant markets; and including horizontal/vertical overlaps. In the case of affected markets (market share >20% horizontally or >30% vertically), a wider description of relevant markets is required.

Yes, relevant documents have to be supplied in their original form, or duly certified copies should be provided. All documents must be in Polish; foreign-language documents require sworn translations into Polish and must be legalised. Electronic filing is accepted provided it is signed with a qualified electronic signature.

There is no formal simplified procedure. Where there are not affected markets (market share >20% horizontally or >30% vertically), the notification form is simpler.

There are no pre-notifications in Polish merger control.

• Phase I. One month.
• Phase II. Additional four months. It is triggered in complex cases requiring a market test or where the transaction may raise competition concerns.

The review clock is suspended for information requests. Remedies extend Phase II by 14 days. Objections in Phase II have a 14-day response period.

If the deadline lapses on Saturday, Sunday or a holiday, this extends the review period to the next working day.

For a non-problematic deal, the timeframe is typically six to ten weeks (from signing to clearance). For Phase II cases, it is five to seven months or longer.

Public bid completion is permitted before clearance, but the acquirer must not exercise voting rights until clearance has been obtained.

There are no formal third-party consultation or intervention rights. The President of the OCCP may request information from third parties as part of the market investigation.

Typically, these are limited to information requests addressed to the notifying party. Theoretically on-site inspections or witness hearings are possible, but uncommon. There are fines for non-compliance.

Business secrets are protected by the President of the OCCP and are not included in public documents. Where there is more than one notifying party, file access may be restricted for confidential information.

Significant impediment of effective competition (SIEC)-equivalent test. Clearance if no significant restriction of competition; conditional clearance with remedies; prohibition if significant restriction, particularly creating/strengthening dominance.

Public interest exception. Clearance possible despite restriction if contributing to economic development or national economy — this is rarely applied.

There is no express efficiencies defence. Public interest clearance may account for economic development/technical progress — this is used only exceptionally.

In cases where the President of the OCCP has concerns, it provides the parties with a written statement of objections, together with justifications. There is a 14-day response time (extendable).

Remedies may be proposed by the President of the OCCP or the notifying party in Phase I and Phase II. The lack of a position of the notifying party, its negative position as to the conditions presented by the President of the OCCP or the failure of the President of the OCCP to accept the conditions presented by the notifying party result in the issuance of the prohibition decision.

The President of the OCCP may impose both structural remedies (divestiture of assets, relinquishment of control through disposal of shares/interests or removal of board members) and behavioural remedies (granting a licence of exclusive rights to a competitor).

Completion may occur before full implementation of remedies if the conditional clearance allows the remedies to be implemented post‑closing within a specified deadline. If a remedy is a pre‑condition for implementing the concentration, closing before compliance would breach the clearance conditions.

Remedies are enforced through reporting obligations set out in the decision, financial penalties (including daily penalty payments for delay), and the authority’s power to revoke or set aside the conditional clearance for non‑compliance, potentially combined with restorative measures if the concentration has already been implemented.

The decision is served on the parties. In the case of Phase I clearance with no affected markets, the decision typically does not include justifications. The full text is published on the OCCP website with business secrets redacted.

There is no additional post‑clearance waiting period. In theory the Ombudsman or public prosecutor can appeal the decision within 30 days. The concentration has to be implemented within two years from the date of the decision (with a possible extension for another year). If not, the clearance will automatically expire.

No ancillary restraints coverage exists in Polish merger control.

Clearance decisions may be appealed by filing an appeal with the Court of Competition and Consumer Protection (SOKiK) within one month from service of the decision.

Further review follows the civil procedure track: an appeal lies to the Court of Appeal in Warsaw within two weeks from service of the SOKiK judgment with justifications, and subsequently a cassation complaint may be lodged with the Supreme Court within two months from service of the Court of Appeal’s judgment, subject to the applicable admissibility requirements.

Undertakings. The President of the OCCP may impose a fine of up to 10% of turnover on an undertaking that implements a concentration without obtaining clearance. In practice, this may include implementation of a notifiable concentration without filing (non-notification combined with implementation) as well as implementation prior to clearance (gun-jumping/breach of the standstill obligation). The authority may also order measures aimed at restoring effective competition, including structural measures such as divestiture of shares/assets, in the circumstances provided for in the remedial regime for implemented concentrations.

Individuals. Natural persons (e.g. members of management bodies) may be subject to fines of up to 50 times the average remuneration for failure to notify a notifiable concentration.

Yes. See Question 7.1, above.

The notifying parties face fines of up to 3% of annual turnover for false data or failure to provide information. Also, clearance may be revoked if based on false information.