M&A Guide in Poland

Updated: 19.05.2025

Mergers and Acquisitions (M&A) – What Are M&A Transactions and Why Are They Conducted?

We are all familiar with names like Stellantis, GlaxoSmithKline, or Apple. However, few of us consider how these corporate giants came into existence. Part of the answer lies in mergers and acquisitions (M&A) transactions, where two or more companies decide either to combine or for one to acquire the other to increase market share, optimize business operations, and expand into new markets.

Different business models can significantly influence M&A decisions, as companies often seek to acquire others with promising business models to enhance their market share and minimize competition.

But what exactly is an M&A transaction? It is a change in the ownership structure of a business entity. This can involve the acquisition of part or all of a company’s shares or its assets. Such a transaction may occur through various mechanisms – a simple change of shareholders, a share capital increase allowing new investors to join the legal entity, or a full merger of the target company with the acquiring company. In the latter case, the target firm’s assets are transferred to the buyer, and purchase price is settled by issuing shares to the sellers.

Despite different technical forms, the goal remains the same – to transform the current ownership and business model of the target business, either immediately or strategically over time.

How Does Polish Law Shape M&A Transactions?

Buying shares or assets of a target company in Poland may seem like a standard acquisition transaction. However, it often entails a range of legal formalities and regulatory implications, especially when involving regulated industries or requiring regulatory approval.

Due to sector-specific regulations and antitrust laws, M&A deals in Poland may require the approval of public authorities – such as the President of the Office of Competition and Consumer Protection (UOKiK). Additional steps may include the transfer of administrative decisions such as building permits, environmental decisions, or licenses. In some cases, acquiring a company with agricultural real estate can trigger significant legal complications for the companies involved.

From a legal standpoint, the transaction must also be reported to several institutions – starting with the National Court Register for share transfers or capital increases, updating the Central Register of Beneficial Owners, and notifying supervisory registers, for example those maintained by the Polish Financial Supervision Authority.

Furthermore, the transaction often results in tax liability. Share transfers or capital increases may trigger PCC (civil law transaction tax), as well as PIT or CIT. Asset purchases usually entail VAT obligations.

And these are only the most visible obligations – just the tip of the iceberg. In practice, conducting a compliant M&A transaction in Poland requires careful attention to both commercial and legal details.

Stages of a Successful M&A Deal in Poland

An acquisition transaction involving a business entity or share purchase agreement typically represents a significant investment and follows a complex, multi-step process. This complexity stems from various aspects that must be addressed – including debt financing, confidentiality, integrating the target company into the acquiring company’s business model, obtaining regulatory approvals, and more.

Still, most M&A transactions in Poland follow a general structure:

1. Pre-transaction agreements – The parties establish the terms of cooperation and the framework for a potential transaction, which may also include a voluntary merger of two companies or initial steps towards the formation of a new company.
2. Due diligence of the target firm – A detailed analysis of the target’s condition, allowing you to understand company acquisitions in a broader context and assess the possible risks and financial benefits of the transaction.
3. Negotiations and preparation of transactional documentation – This stage involves determining key contractual provisions, e.g. regarding ownership structure, transfer of all company assets, or issuance of new company shares as a result of a merger.
4. Transaction closing – Signing documents transferring ownership of shares or assets to the buyer. This is the moment when the merger of companies formally takes place.
5. Post-closing actions – These include notifications to the relevant registers, as well as corporate changes in the target’s structure. In the case of horizontal or vertical mergers, this often also involves the optimization of production and management processes.

Each transaction may vary in complexity depending on the individual circumstances of the companies involved and the target business.

Stage 1. Pre-Transaction Agreements in Poland

The first stage in a mergers and acquisitions process involves initial arrangements between parties before executing the actual acquisition transaction. At this point, the acquiring firm typically performs a preliminary business assessment and an economic evaluation of the target company.

To conduct due diligence and initiate negotiations, the acquiring company must access a variety of sensitive documents and data from the target firm. Because this information is confidential, the parties sign a Non-Disclosure Agreement (NDA) to ensure confidentiality protection and mutual trust during the process.

As part of this initial phase, parties may enter into legally binding or non-binding documents outlining key elements such as transaction timelines, scope of due diligence, valuation of the target company, source of valuation (e.g., comparable company analysis or discounted cash flow), potential purchase price, percentage of controlling interest to be acquired, negotiation principles, cost allocation, choice of law and jurisdiction, tax considerations, and withdrawal conditions.

Depending on the nature of the M&A deal, the parties may also formalize these understandings through a Letter of Intent (LOI), a Term Sheet, or a Memorandum of Understanding (MoU).

Additionally, the acquiring company may issue a Non-Binding Offer (NBO) to the target company, setting out the preliminary terms under which the buyer may engage in the transaction, subject to specified conditions being met by the target business.

Non-Disclosure Agreement (NDA)

A Non-Disclosure Agreement is the fundamental legal instrument used to safeguard the interests of two companies engaged in mergers and acquisitions by protecting confidential information from unauthorized use or disclosure.

Such agreements cover all information exchanged throughout the acquisition transaction – during initial discussions, the due diligence process, and formal negotiations. The NDA should primarily focus on data that qualifies as intellectual property or trade secrets and exclude any information already in the public domain.

Confidentiality obligations typically extend throughout the entire negotiation and due diligence process, continuing for a defined period after the transaction is completed or terminated. Under Polish law, open-ended NDAs are not advisable, as contractual obligations of indefinite duration may be unilaterally terminated for valid reasons. It is therefore recommended to specify a clear, definite term for the NDA’s effectiveness.

The key enforcement mechanism of NDA obligations is a contractual penalty clause triggered by breach or improper performance. While the penalty amount can be freely agreed upon, it is often linked to objective criteria such as the purchase price or the financial performance of the target company.

Letter of Intent (LOI) and Term Sheet

Both the Letter of Intent (LOI) and Term Sheet are commonly used in M&A transactions to structure the negotiation process, set boundaries, and express the companies’ mutual intention to move forward toward a successful deal.

An LOI typically outlines the major steps required for the deal to progress and defines the framework for future cash flows, expected revenue synergies, and compliance with applicable contractual obligations. While it usually avoids detailed financial terms, it clearly identifies issues that need resolution and may include a non-binding offer reflecting the acquiring company’s initial position.

A Term Sheet, by contrast, tends to emphasize the general structure of the proposed transaction – including valuation methods such as comparable company analysis, proposed controlling interest, and protection against share dilution. It may also touch on future participation in the target firm by the private equity buyer.

In Polish M&A practice, both documents are generally considered non-binding. However, violating principles of good faith during negotiations (e.g., engaging in talks without real intent to finalize the deal) may lead to liability under the doctrine of culpa in contrahendo – requiring the party in breach to compensate for losses caused by misplaced expectations.

Nonetheless, parties may choose to attach binding clauses to the LOI or Term Sheet – especially those concerning confidentiality, exclusivity rights, or restrictions against hostile acquisitions by other companies. Breach of these obligations may lead to financial consequences such as contractual penalties, ensuring legal protection even in preliminary deal phases.

Memorandum of Understanding (MoU)

A Memorandum of Understanding (MoU) is used to provide a broad conceptual framework for a planned M&A transaction. Unlike detailed procedural documents, an MoU outlines the shared intentions, expectations, and strategic goals of the two companies involved. It focuses on defining the nature of the intended acquisition without committing to specific legal steps or obligations.

This document, like a Letter of Intent or Term Sheet, is typically non-binding. An MoU is often used in cross-border acquisitions, especially when the company purchase in Poland is part of a larger multi-jurisdictional merger involving public companies, private companies, or separate entities operating in unrelated industries.

By clarifying mutual objectives – such as the creation of a new legal entity, entering new markets, or improving the competitive position of the combined company – the MoU supports smoother cooperation during the early stages of mergers and acquisitions.

Stage 2. Due Diligence: Why it matters?

A crucial step in any M&A transaction in Poland is the due diligence investigation of the target company. This process typically follows the signing of a Non-Disclosure Agreement (NDA) to protect the confidentiality of shared information.

The due diligence is most often led by the acquiring company (Buyer Due Diligence, BDD). In some cases, the target company’s board or sellers may initiate their own review to prepare for the deal (Vendor Due Diligence, VDD).

This step is essential to evaluate the legal standing, operational viability, and potential risks associated with the acquired firm. A full-scope due diligence allows stakeholders to identify legal, financial, and operational obstacles that could impact the transaction’s success. The target company’s financial and legal status is thoroughly assessed to ensure there are no hidden liabilities or risks.

The process typically covers the following areas:

• Legal due diligence,
• Financial due diligence,
• Tax due diligence,
• Environmental review,
• Operational and commercial assessments.

The depth of the review depends on the transaction’s nature – for instance, whether it is a horizontal merger between direct competitors in the same industry, a vertical merger across the supply chain, or a conglomerate merger involving companies from unrelated industries. In more complex deals involving public companies or the formation of a completely new entity, specialized reports are often needed.

The output is usually a due diligence report highlighting potential risks. When applicable, this report may be attached to the share purchase agreement or asset acquisition contract, especially when certain liabilities are to remain with the seller post-closing. Today, the most common format is a “red flag” report – a condensed analysis focusing only on key risks that may significantly affect the entire business transaction.

Before beginning due diligence, the party conducting the review must confirm no conflict of interest exists (conflict check), to ensure neutrality and legal integrity.

For further details, see Chapter 4: Due Diligence in M&A Transactions [HYPERLINK].

Stage 3. Negotiate a Deal!

After collecting sufficient information on the target company, the parties involved in the M&A transaction can proceed to negotiate the transactional documentation. The findings from the due diligence report play a crucial role in shaping the content, number, and structure of the agreements to be signed, especially when considering risks linked to the entire business or contractual obligations.

Given the potential business risk to the acquiring company, it is rare that a share purchase agreement or asset purchase agreement is the only document signed. Supporting documents are often needed to secure the parties’ commitments – for example, establishing a pledge on the target firm’s assets or a declaration of voluntary submission to enforcement procedures.

Additional agreements frequently accompany the company purchase, such as option agreements, investment agreements, shareholder agreements, supply contracts, or cooperation agreements. These aim to provide enhanced protection for the buyer, particularly when companies combine and must align organizational differences or resolve potential issues arising from a vertical merger, horizontal merger, or even a hostile takeover.

Due to issues uncovered during the due diligence phase, parties may decide to sign a preliminary agreement or conditional agreement, which defers the transaction closing until specific conditions are fulfilled. These may include obtaining corporate approvals from the target company’s board, regulatory licenses, or other administrative consents, especially when the private company operates in a regulated industry.

Stage 4. Signing and Closing: Legal Formalities in Polish M&A

The closing typically occurs on the same day the final transaction documents are agreed upon. In most Polish M&A transactions, the participation of a notary public is required, as at least one document (or legal act) included in the transaction must be executed in a specific legal form – either with a notarized signature or as a notarial deed.

This applies particularly to the sale of shares in a limited liability company, the sale of an entire business, or the issuance of a voluntary enforcement submission. These formalities help ensure enforceability and legal compliance – critical when establishing a new legal entity or integrating an acquired firm into an existing corporate structure, especially in same industry consolidations or reverse mergers.

Stage 5. M&A Post-closing Obligations

Following the completion of an acquisition or merger, a critical next step involves fulfilling legal obligations related to registering the transaction with relevant administrative bodies, public institutions, and courts – such as the National Court Register, the tax office, or the Central Register of Beneficial Owners. These updates are mandatory to formalize changes resulting from the transaction.

Once two companies have merged or one has been acquired, it is standard practice to review the corporate structure of the target company in relation to that of the acquiring company. This comparison helps identify overlapping or incompatible functions, especially in internal departments like accounting or marketing. The goal is to streamline operations, achieve cost synergies, and position the new company to capture greater market opportunities.

Another key aspect involves decisions about corporate governance – particularly appointments to the target company’s management and supervisory bodies. In many mergers and acquisitions, the acquiring party replaces current executives with its own appointees to ensure alignment with strategic goals and cultural fit. However, such changes must be handled carefully, as abrupt transitions may disrupt ongoing business operations.

To mitigate these risks, it’s important to secure proper contractual safeguards, such as non-compete clauses and continued confidentiality obligations for outgoing managers. These measures are vital to protecting business continuity, especially in vertical mergers where operational integration across the same business line is critical, or in cases where cultural differences between entities may create tension.

These post-transaction activities ultimately support long-term cost savings, protect the stock price, and help realize the expected synergies anticipated during the deal’s strategic planning phase – whether it involves a clothing manufacturer, a service firm, or an industrial operator.

Types of M&A Transactions in Poland

Share Deal Transaction: Gaining Control Without Disruption

One of the most common types of acquisitions and mergers in Poland is the acquisition of shares, stocks, or other equity rights in one company, a structure widely referred to as a share deal. This model is typically preferred by investors aiming to purchase an entire business entity with a strong market position and recognized brand – often to gain full control without the complications that may arise when acquiring individual assets.

In a share deal, the transaction focuses on equity participation rights, not on asset transfer. The buyer acquires ownership control of an independent legal entity, preserving its operational structure and avoiding disruption. Unlike certain asset-based structures where regulatory filings are more complex, a share deal typically requires fewer formal approvals, streamlining the process. This makes it an attractive strategy in both mergers and vertical merger scenarios, where the buyer seeks integration without overhauling existing systems.

The seller, holding equity rights, enters into a share purchase agreement to transfer those rights. The buyer, in turn, receives a comprehensive package of ownership entitlements – including voting rights, dividend entitlements, and governance oversight – all of which may result in strategic tax benefits, particularly when structured across holding entities or in compliance with relevant double-tax treaties.

For the share deal to be legally binding in Poland, formalities must be observed. In the case of a limited liability company (sp. z o.o.), the agreement must be signed with notarized signatures, and the company must be notified for the transfer to take legal effect. In the case of a joint-stock company (S.A.), the share transfer becomes valid upon its entry in the official shareholder register.

Asset Deal Transaction – Selective Acquisition

Another common form of acquisitions and mergers in Poland is the purchase of specific business assets – such as real estate, equipment, inventory, or customer databases – a structure known in market terminology as an asset deal. This type of transaction is favored by investors aiming to acquire targeted assets for integration into one company they already own and operate.

An asset deal can involve the transfer of an entire enterprise, a defined business unit (e.g., a production facility), or a bundled group of assets, including intellectual property, contracts, know-how, and even workforce continuity. This model offers flexibility, especially when full ownership of a company is not desired, or when only selected strategic components are being pursued.

Buyers should be aware that, under Polish law, they are jointly liable with the seller for obligations associated with the transferred enterprise – unless they had no knowledge of these liabilities despite exercising due diligence. This liability is capped at the value of the acquired business, assessed at the time of acquisition and priced at the time of creditor repayment. This responsibility cannot be waived or limited without creditor consent.

Thus, a critical component of any asset deal involving a business or its organized part is clearly defining each party’s responsibility for liabilities. If the buyer agrees to assume debt, third-party (creditor) consent is required. Still, internal settlement arrangements between the seller and buyer can be separately outlined, independent of external enforcement.

When the transaction involves the transfer of an entire enterprise or its organized part, the agreement must be signed with notarized signatures. If real estate is included, the deal must be executed in the form of a notarial deed.

Management Buy-Out (MBO) and Management Buy-In (MBI)

In this type of M&A transaction, the buyer is a member of the target company’s management team. In most management buy-outs (MBOs), company executives or board members, already familiar with the financial performance and market position of the private company, decide to acquire a controlling interest. Two firms can collaborate in management buy-outs by pooling resources and expertise to facilitate the acquisition and ensure a smooth transition.

In contrast, a management buy-in (MBI) occurs when an external management team, unaffiliated with the target, identifies market opportunities and potential within the business. They acquire shares or a stake with the intent to scale operations. Managers may invest personally or form a new legal entity (special-purpose vehicle) to complete the purchase.

A key aspect of an MBO transaction is securing the necessary financing, as the managers acquiring the business typically cannot fund the entire purchase on their own. To finance the transaction, external funding is obtained – usually in the form of loans from financial institutions or investment funds – which necessitates proper structuring of loan repayment safeguards. Most often, this involves securing the cash flows of the target in such a way that lenders receive scheduled capital repayments from the company’s profits.

Leveraged Buy-Out (LBO)

A leveraged buy-out (LBO) is characterized by its financing model. In this structure, the buyer typically contributes 15–30% of the purchase price, while the remainder is covered by external funding – most commonly debt financing or a loan secured against the target company’s assets.

The acquired firm repays the debt using its own earnings. After debt is settled, the investor may either retain ownership or sell the business at a profit. The goal is to enhance the company’s financial performance, achieve rapid cost recovery, and maximize exit value.

In such transactions, it’s crucial to assess and value the target’s assets accurately, outline repayment timelines, and define cash flow priorities. Dividends to shareholders are usually deferred until after creditor obligations are fully settled.

Financial vs. Strategic Investors in M&A

M&A transactions can also be categorized based on the type of investor involved – as either a financial investor or a strategic investor.

A financial investor is primarily focused on achieving a return on investment rather than gaining operational control or a majority stake in the target. Their goal is not to be involved in the daily management of the company. A competent and well-functioning management team is a key factor in attracting their investment.

To safeguard their interests, financial investors may require contractual guarantees for dividend payments or investment returns within agreed timeframes and amounts. They often request security over the company’s assets – and occasionally even over the personal assets of the target’s ultimate beneficial owners.

Financial investors may seek to appoint a representative to the management or supervisory board or suggest trusted individuals to oversee the target post-transaction. However, they typically avoid direct management. Agreements may include clauses requiring the current workforce to remain and employment stability to be maintained for a defined period.

Strategic investors, on the other hand, prefer to acquire a majority shareholding and full control of the target. Their primary objective in the investment agreement is to protect strategic market interests, often placing less emphasis on the company’s short-term revenues. This can include exclusivity clauses for sourcing materials from in-group suppliers or adopting corporate policies determined by the acquirer. These investors usually aim to retain the target’s employee base, while also restructuring the management and middle management teams to align with the new strategic direction. Strategic investors may operate in different industries, leveraging their diverse strengths and capabilities to enhance the target company’s market position.

Specific Transactional Agreements in Polish M&A

Beyond ownership changes, M&A transactions often involve numerous legal and strategic arrangements between parties. These include capital commitments for the target company’s development, corporate structure, shareholder relationships, and group-wide cooperation. These matters are formalized in ancillary agreements, which are typically attached to the main transaction documents.

Preliminary Agreement (Umowa Przedwstępna)

Often, after completing the due diligence process, the buyer must address how to properly mitigate risks identified within the target company. One common solution is entering into a preliminary agreement (also known as a promissory contract). Under such an agreement, the parties commit to concluding a final share or asset purchase agreement at a later date – either after a specific period or upon the fulfillment of certain conditions.

This preliminary agreement sets out the key terms of the transaction – such as price, timeline, and other essential provisions – but does not itself transfer ownership. It provides both parties with a level of certainty that the transaction will proceed once the agreed conditions are met. For instance, if the target is involved in a significant legal dispute or is in the process of obtaining a critical license, permit, or other administrative decision, the parties may agree that the final sale contract will only be executed after these matters are resolved, and within a predefined time frame.

Entering into a preliminary agreement protects the interests of both parties and minimizes the risk of a sudden withdrawal from negotiations. It may also be used when buyers fear competition for the target and are not yet fully confident in all aspects of the transaction.

If one party refuses to execute the final sale agreement, the injured party may pursue legal enforcement to compel performance or seek damages for breach of the preliminary agreement, particularly if the refusal was made in bad faith.

Share Purchase Agreement (SPA)

The SPA is the primary agreement in share deal transactions in Poland, especially when transferring ownership of limited liability companies (LLCs). It also applies to joint-stock companies or simple joint-stock companies. The SPA formalizes the transfer of shares in exchange for a defined price within a set timeframe.

Legally valid SPAs must be signed in writing with notarized signatures. They often include warranties regarding the unencumbered status of shares and assets, representations based on the due diligence report (often attached as an exhibit), confidentiality clauses, non-compete provisions, and financial terms such as earn-out clauses or price adjustment mechanisms.

SPAs are frequently conditional or preceded by preliminary agreements to safeguard against unresolved legal or business issues in the target company. Additionally, they may include annexes like management contracts, shareholders’ agreements, investment agreements, or cooperation agreements between the acquired firm and entities within the acquiring company’s group.

The goal is to define post-deal expectations clearly, ensure alignment between both parties, and avoid disputes at later stages of the transaction.

Enterprise or Business Unit Purchase Agreement

This type of agreement also serves as a fundamental legal framework for conducting M&A transactions in Poland, specifically within the asset deal structure (see section 3.2). The popularity of this format stems largely from the common use of sole proprietorships in the Polish economy. At the same time, transferring individual assets between businesses can have significant tax consequences, particularly in terms of income tax and VAT, especially when the assets in question constitute nearly the entire enterprise of the target.

To be legally valid, the agreement must be executed in writing with notarized signatures. Under such a contract, the seller transfers ownership of the enterprise or its organized part to the buyer. In many cases, the buyer is not an individual or investor’s holding company, but a Special Purpose Vehicle (SPV) created solely for the purpose of executing the transaction.

Because ownership of an entire business or its organized part is being transferred to another entity, this process involves numerous regulatory challenges. These include transferring administrative decisions to the buyer – or even obtaining new ones (e.g., in the case of electricity production licenses). Furthermore, the transaction requires notifying all of the business’s contractual partners and obtaining their consent to transfer obligations to the new entity (such as for leases and commercial agreements). Employees must also be notified under a special procedure for business transfer to a new employer.

The complexity of such transactions necessitates the inclusion of multiple conditional clauses in the agreement, and it is very common to first sign preliminary agreements for the purchase of the enterprise or its organized part.

Shareholders’ Agreement (SHA)

A Shareholders’ Agreement (SHA) is a private contract between shareholders of a company that governs their mutual rights and obligations. Unlike the company’s articles of association, it operates on a broader and more confidential level. It is a unique form of investment agreement, typically relating to a specific company or entities within a corporate group. Importantly, it is not subject to disclosure in public registers, allowing shareholders greater flexibility in structuring their mutual commitments.

The SHA primarily addresses the exercise of corporate rights within the company, outlines investment objectives, and sets out shareholders’ respective obligations. It typically defines the division of roles and responsibilities among shareholders, including compensation arrangements – which may come from sources other than company dividends.

The agreement often includes corporate governance provisions that may also be reflected in the articles of association, such as:

• the right of first refusal on share transfers,
• requirements to obtain shareholder consent for certain obligations, and
• the right to appoint members of the management board or supervisory board.

Shareholders may also agree on non-compete clauses, mutual decision-making processes on key matters (e.g., appointing a CEO), and financial planning aspects such as the dividend distribution policy.

To enforce compliance, SHAs often contain contractual penalty clauses. In more severe cases, they may include mechanisms for compulsory redemption of shares held by a shareholder who breaches the agreement.

Investment Agreement

Unlike a shareholders’ agreement, an investment agreement does not need to refer to a specific company. It can instead relate to a broader scope of activity, a geographic region, a niche business area, or even a single real estate asset. A notable variant of this agreement is a joint venture contract, which typically involves multiple investors collaborating on a common project.

Within the investment agreement, the parties define the terms of joint investment, including the amount of capital committed, the method of execution, the legal structure through which the investment will be carried out, the mechanism for profit sharing, and the source and ratio for covering any potential losses. Typically, the agreement will also include non-compete clauses and a mutual obligation to maintain the confidentiality of the cooperation.

The agreement may also contain detailed provisions on joint decision-making by the investors and corporate governance rules to be implemented in the investment vehicle. These rules, along with more granular procedures for managing the joint venture, may also be included in a shareholders’ agreement, cooperation agreement, or other annexes to the main investment agreement.

A common method for enforcing obligations under the investment agreement is through contractual penalties. Frequently, such agreements also include „bad leaver” and „good leaver” clauses, which reward or penalize the timing and circumstances of an investor’s exit from the venture.

Regulatory Consents and Obligations in M&A in Poland

Corporate Approvals

Before entering into an M&A transaction in Poland, it is essential to review the company’s Articles of Association and relevant provisions of the Polish Commercial Companies Code to determine whether corporate consent is required. If so, it is necessary to identify which governing body must grant it and under what procedure. These rules differ depending on the nature of the deal – whether it involves a share deal or an asset deal, especially when it concerns the sale of a business enterprise.

The Articles of Association may condition the sale of shares upon corporate approval. This is not required by law, so if the Articles are silent, no such approval is necessary. However, if the Articles generally require the company’s consent without detailing the procedure or competent authority, the statutory default applies: the management board must grant written approval.

If the board refuses to approve a share sale in a limited liability company, the shareholder may petition the register court for permission, provided they demonstrate legitimate grounds. In the case of joint-stock companies, a refusal triggers an obligation for the company to designate an alternative buyer within two months. If not, the shareholder is free to sell their shares without restriction.

In Poland, it is common practice to include share transfer approval procedures directly in the Articles. These provisions typically identify the approving body (e.g., shareholders’ meeting), required voting thresholds, and quorum conditions. Approval is most often issued upon application by the transferring shareholder, accompanied by the buyer’s information and key deal terms.

If a transfer is made without required corporate consent, the transaction is considered conditionally ineffective (negotium claudicans). It is not void, but has suspended legal effect until the consent is granted.

Regarding asset deal transactions, the Commercial Companies Code requires shareholders’ resolutions for:

a) Selling or leasing the enterprise or an organized part thereof, or encumbering them with limited property rights;
b) Purchasing or selling real estate, perpetual usufruct rights, or shares in real estate – unless otherwise provided in the Articles.

Transactions conducted without the above approvals are null and void, unless shareholders adopt a ratifying resolution within two months, thereby validating the contract retroactively.

Additionally, a company acquiring real estate or fixed assets for more than 25% of its share capital (and not less than PLN 50,000) within two years of registration must obtain shareholders’ approval – unless the acquisition was foreseen in the Articles. Failure to obtain such approval renders the transaction void.

Finally, entering into obligations or disposing of assets valued at more than twice the company’s share capital also requires a shareholders’ resolution – unless the Articles state otherwise. While transactions without such approval remain valid, management board members may face liability for breaching internal company rules.

Articles may impose other restrictions on asset transfers or obligations incurred by management. If management acts contrary to these provisions, the contract itself remains effective, but the board may be held liable for violating the Articles.

Merger Control in Poland

Merger control in Poland is overseen by the President of the Office of Competition and Consumer Protection (UOKiK).

A planned concentration must be reported to UOKiK if:

1. The combined global turnover of the companies involved exceeded EUR 1 billion in the financial year preceding the notification, or
2. The combined turnover in Poland of the companies involved exceeded EUR 50 million in the preceding financial year.

The obligation applies to the following scenarios:

• The merger of two or more independent companies,
• The acquisition of direct or indirect control over one or more companies through share purchase, securities acquisition, or other means,
• The creation of a joint venture,
• The purchase of assets (whole or part of an enterprise) where the turnover generated by those assets exceeded EUR 10 million in either of the two preceding financial years in Poland.

Polish law provides for several exemptions – for example, internal group restructurings or transactions involving the acquisition of an entity with Polish turnover below EUR 10 million in both of the previous two financial years.

Completing a concentration without prior approval from UOKiK does not invalidate the transaction but can result in administrative penalties of up to 10% of the company’s annual turnover from the year before the fine is imposed.

Foreign Direct Investment (FDI) Control in Poland

In Poland, the Act on the Control of Certain Investments governs foreign direct investment (FDI), aiming to protect entities deemed critical to public security or public order from unauthorized takeovers or acquisitions and mergers.

The list of entities subject to protection is defined in a regulation issued by the Council of Ministers and includes Poland’s key companies operating in sectors such as energy, fuel, mining, chemical, defense, maritime, and telecommunications – with the media sector added in 2024. The law also applies to public companies and other businesses considered strategically significant or those holding assets classified as critical state infrastructure.

Any investor intending to acquire significant participation or to gain control or dominance over a protected entity must notify the relevant control authority (typically the competent minister) of their intention to proceed with the transaction. The authority may, following its review, either oppose the transaction or rule that the exercise of shareholder rights is impermissible if specific negative statutory conditions are met.

Depending on the individual circumstances of a case, a transaction conducted in breach of FDI rules may lead to nullification of the agreement, or the inability to exercise voting rights and other corporate powers – particularly relevant in complex integrations such as when a vertical merger occurs between strategic industry players.

Approval from the Minister of the Interior and Administration

According to the Polish Act on the Acquisition of Real Estate by Foreigners, a foreigner must obtain permission from the Minister of the Interior and Administration to acquire – directly or indirectly – a controlling interest (over 50%) in a company that owns or holds perpetual usufruct rights to real estate in Poland. This requirement does not apply to transactions resulting solely from corporate restructuring.

However, foreigners who are citizens or entrepreneurs from the European Economic Area or the Swiss Confederation are exempt from this requirement.

Any transaction carried out in violation of this act is null and void under Polish law.

Pre-Emption Right of the National Agricultural Support Center (KOWR)

Under the Act on Shaping the Agricultural System, the National Agricultural Support Center (KOWR), acting on behalf of the State Treasury, has a pre-emption right to shares and stocks in:

1. A capital company that owns or holds perpetual usufruct rights to agricultural real estate of at least 5 hectares, or several plots totaling at least 5 hectares,
2. A parent company holding shares in such a company.

Before acquiring shares in these entities, KOWR is entitled to inspect corporate records and request information on any undisclosed liabilities. KOWR has two months from the date of receiving a formal notice from the company regarding the conditional share sale to exercise this right.

Several exemptions apply. For example, the pre-emption right does not apply to transfers of shares to close relatives or to shares in publicly listed companies regulated under capital markets law.

Supervision by the Polish Financial Supervision Authority (KNF)

The Polish Financial Supervision Authority (KNF) oversees the financial market in Poland under several regulatory acts. Within its mandate, KNF holds supervisory and control powers, which extend to share transfer transactions involving commercial companies regulated by financial market laws.

Notably, under the Act on Payment Services, any entity intending to directly or indirectly acquire or subscribe to shares in a national payment institution or an electronic money institution, reaching or exceeding thresholds of 20%, 30%, or 50% of total voting rights or share capital, or making the institution a subsidiary or affiliated entity, is required to notify the KNF of such intent.

Similarly, if a shareholder plans to reduce their stake below the 20%, 30%, or 50% thresholds through a direct or indirect sale of shares or equity in such institutions, they must also notify the KNF in advance.

Where applicable, the KNF may issue a formal objection to the acquisition or subscription based on the criteria set out in the notification.

Violating these regulations may lead to serious legal consequences, including:

• Inability to exercise voting rights from improperly acquired shares,
• Invalidity of corporate resolutions adopted based on such shares,
• Obligatory sale of the acquired shares within a specified period,
• Fines up to PLN 1,000,000, or even
• Revocation of the license to operate as a national payment or electronic money institution.