On 24 July 2025, amendments to the Act on the control of certain investments came into force, including the removal of the time limitation of the provisions relating to the control of certain investments prior to foreign acquisition. These regulations were introduced during the COVID-19 pandemic and were valid for a specific period.
Act on the control of certain investments
Provisions that specify the mechanism for controlling investments in strategic sectors, such as
- Energy
- Defence
- Fuel production, storage and transmission
- Telecommunications
were introduced by the Act in 2015.
The list of protected entities is included in the Annex to the Council of Ministers’ ordinance and is subject to ongoing updates.
In accordance with the Act, any intention to purchase, acquire a significant shareholding in, or take control of a protected company requires prior notification to the relevant authority, which may object to the transaction in cases specified in the Act.
Carrying out the transaction without the required notification or in spite of an objection from the relevant authority, is subject to a nullity penalty. Such action may also result in criminal liability in the form of a fine of up to PLN 100,000,000.00 or imprisonment for between six months and five years.
Additional control mechanism introduced with the outbreak of the COVID-19 pandemic
In 2020, due to the outbreak of the pandemic, foreign investment control regulations were supplemented with an additional temporary control mechanism, operating alongside the original, applicable to investors from outside the European Union/European Economic Area and the Organisation for Economic Co-operation and Development.
The new mechanism was initially intended to be applied for 24 months. However, in 2022, its validity was extended to 60 months (i.e. until 24 July 2025), due to various factors, including the outbreak of war in Ukraine.
This mechanism applies to a separate list of protected entities that is broader than the original one, including, without limitation:
- Public companies listed in Poland
- Entities that own property disclosed in the uniform list of facilities, installations, equipment and services that constitute critical infrastructure
- Entities that develop or modify software for controlling, managing or operating selected strategic and important areas listed in the Act
- Entities that provide cloud computing, data collection or processing services
- Entities operating in strategic sectors listed in the Act, such as energy, fuel extraction and production, telecommunications, security and public health
The above entities are subject to protection if they exceed the revenue thresholds for the sale of goods and services specified in the Act. The entities effecting the transactions must verify in each case whether they have exceeded the thresholds, as the new provisions do not contain an exhaustive list of undertakings subject to control.
Despite certain similarities, such as the requirement to notify the relevant authority of a planned transaction and the authority’s ability to object to such a transaction, the two mechanisms are regulated differently. This is particularly evident in the procedures for notification and objection, as well as the consequences of carrying out a transaction without the necessary notification or in spite of an objection raised by the competent authority.
Circumstances and context of changes effective from 24 July 2025
The amendment to the Act, which came into force on 24 July 2025, removed the time limit on applying the provisions introduced during the pandemic. This means that the additional mechanism for controlling strategic investments has become permanent.
Furthermore, the authority to which notifications must be submitted under the second mechanism has changed.
Previously, this was the President of the Office of Competition and Consumer Protection (UOKiK), and since 24 July 2025 has been the minister responsible for the economy. The President of the UOKiK remains responsible for conducting and concluding procedures initiated and not completed before the Amendment came into force.
Another change introduced by the Amendment is the exclusion of certain provisions of the Act from applying to acquisitions by the State Treasury, except for indirect acquisitions. For example, the State Treasury is not required to notify its intention to acquire, or to achieve significant shareholding in or control, entities protected under the Act.
Conclusions and summary
The Amendment’s main effect is to remove the expiry date of the mechanism for controlling certain investments, which was introduced during the pandemic as a temporary solution.
The protection mechanism in question has been maintained indefinitely, as a result of which the Act now contains two parallel, separate protection mechanisms. The first covers selected entities that operate in strategic sectors and are enumerated in the annex to the ordinance. The second covers transactions carried out by entities from outside the EU, EEA and OECD concerning protected strategic entities, which are defined by the nature of their activity and a minimum revenue threshold for the sale of goods and services.
The amendment may significantly impact investments in entities operating in strategic sectors. In particular, it may prolong and complicate the transaction process due to the obligation to notify the relevant authority and await their decision.
It is worth noting that the grounds on which the relevant authority can object to the intended transaction are mostly worded in an open-ended manner, giving the authority considerable discretion.
Any questions? Contact us
