Amendment to the Investment Control Act – extension of binding force

On 21 July 2025, the President the amendment to the Act on the Control of Certain Investments and the Act on Interest Rate Subsidies for Bank Loans Granted to Entrepreneurs Affected by COVID-19 and on the Simplified Procedure for Approval of an Arrangement in Connection with the COVID-19 Outbreak.

The purpose of the amendment to the Act is to protect Polish enterprises, especially those operating in sensitive sectors, against uncontrolled takeover by entities from outside the European Union, the European Economic Area (EEA) and the Organisation for Economic Co-operation and Development (OECD). According to the amendment, the binding force of foreign investment control regulations will not be limited, meaning they will be open-ended.

Additionally, the Ministry of Development and Technology (MRiT), i.e. the ministry responsible for the economy, will assume the President of the Office of Competition and Consumer Protection’s (UOKiK) duties in the area of foreign investment control. The Act came into force on 24 July 2025.

The introduction of Shield 4.0 has restricted the acquisition of Polish companies by entities from outside the European Union, EEA and OECD.

Which M&A transactions do the new regulations cover?

The Anti-Crisis Act of 19 June 2020 (also known as Shield 4.0) amended the Act on the Control of Certain Investments of 24 July 2015. The latter is designed to protect commercial law companies against hostile takeovers by investors from outside the European Union, EEA and OECD. The new regulations aimed to protect public order, public security and public health.

Mergers and acquisitions – two-year transaction protection

To strengthen the protection of domestic companies against takeovers by entities from outside the EU/EEA/OECD, inspections of activities that could threaten safeguards, order or public health will be carried out for a temporary period of 24 months. This was in response to the deteriorating economic situation caused by the Covid-19 epidemic, which increased the risk of enterprises reducing their financial liquidity. According to the explanatory memorandum to the draft amendment to the Act, the previously applicable provisions were insufficient as they only protected a few key Polish companies, hence the need for the amendments to the Act.

Which transactions does the protection cover?

The previously binding provisions of the Act provided for a protective mechanism for strategic companies based on a list of business entities included in the regulation issued to the Act. The lack of inclusion of a given company in the regulation meant that it was not covered by protection. In practice, there were a maximum of ten entities on the list.

The new regulations introduced a different mechanism. A list of strategic industries has been introduced. Companies in these industries are protected under the new regulations if they generate revenues of more than EUR 10 million in any of the two previous financial years. The Act defines significant participation as a situation in which it is possible to influence the entity’s operations by:

• holding shares representing at least 20% of the total number of votes; or
• holding a capital interest in a partnership equal to at least 20% of the total contributions to the partnership, or
• having a share in the profits of another entity of at least 20%.

Consequently, in order to acquire at least 20% of the shares in such company, interested buyers from outside the member state were required to submit a notification to the President of the Office for Competition and Consumer Protection. The possibility of such transactions depended on the President’s lack of objection. A member state of the European Union is recognised as such, as are countries that are a party to the Agreement on the European Economic Area and countries belonging to the Organisation for Economic Co-operation and Development.

M&A transactions – protected sectors

The industries protected by the Act include companies that own property disclosed in the uniform list of facilities, installations, equipment and services included in critical infrastructure, as referred to in Article 5b(7)(1) of the Crisis Management Act of 26 April 2007 (Journal of Laws of 2019, item 1398, and of 2020, items 148, 284, 374 and 695). The Act also protects companies that develop or modify software:

• to control power plants, networks or the operation of facilities or systems for the supply of electricity, gas, fuel, heating oil or district heating, or
• to manage, control and automate drinking water supply or waste water treatment installations, or
• used to operate devices or systems used for voice and data transmission or for data storage and processing, or
• to operate or manage facilities or systems used for the supply of cash, card payments, conventional transactions, securities settlement and derivative transactions or for the provision of insurance services, or
• to operate hospital information systems, to operate devices and systems used in the sale of prescription drugs, and to operate a laboratory information system or laboratory tests, or
• to operate equipment or systems used for the transport of passengers or goods by air, rail, sea or inland waterways, road transport, public transport or logistics, or
• to operate equipment or systems used in the supply of food, or
• provides services for collecting or processing data in cloud computing.

In addition, an entrepreneur subject to protection is that with its registered office in the Republic of Poland who conducts business activity the subject of which is: (i) generation of electricity, (ii) production of motor gasoline or diesel oil, (iii) pipeline transport of crude oil, motor gasoline or diesel oil, (iv) storage and storage of motor gasoline, diesel oil, natural gas, (v) underground storage of crude oil or natural gas,  (vi) production of chemicals, fertilizers and chemical products, (vii) production and trade in explosives, weapons and ammunition as well as products and technology for military or police purposes, (viii) regasification or liquefaction of natural gas, (ix) transshipment of crude oil and its products in seaports, (x) distribution of natural gas or electricity, (xi) transshipment in ports of fundamental importance to the national economy,  (xii) telecommunications activities, (xiii) transmission of gaseous fuels, (xiv) production of rhenium, (xv) extraction and processing of metal ores used for the production of explosives, weapons and ammunition as well as products and technologies for military or police purposes, (xvi) production of medical devices, instruments and devices, (xvii) production of medicines and other pharmaceutical products, (xviii) foreign trade in gaseous fuels and gas, (xix) production or transmission or heat distribution, (xx) transshipment in inland ports, (xxi) processing of meat, milk, cereals, fruit and vegetables.

In addition to belonging to a specific industry, being a public company — e.g. being listed on the stock exchange — is a prerequisite for becoming a protected company.

Extension of the binding force of the Act

The binding force of the Act was first extended by the Act of 12 May 2022, which amended the Act on Tax on Goods and Services and certain other acts. According to Article 6 of the Act, the binding force of these provisions has been extended by 60 months, i.e. until 24 July 2025.

According to the latest amendment, the provisions of the Act on the control of foreign investments will not have an expiry date, meaning that they will remain in force indefinitely from 24 July 2025. From that date, the competences of the President of the Office of Competition and Consumer Protection (UOKiK) resulting from the Act were assumed by the Minister of Development and Technology (MRiT), or the minister responsible for the economy.

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