POLAND Law and Practice Contributed by: Agnieszka Janicka and Krzysztof Hajdamowicz, Clifford Chance
may be authorised to revoke licences for state security interest reasons. In some sector regu - lations, the regulators have the express right to revoke a licence upon change of control. Consents Some consents (eg, antitrust approval or con - sent of the Polish Financial Supervisory Author - ity to acquire certain stakes in a bank or certain other, regulated financial institutions) may be required, regardless of whether the investor is foreign or domestic. The government may also veto investment in specific strategic Polish companies in protect - ed sectors (the regulation currently applies to 24 named companies but may change at the government’s discretion). The same restrictions apply to domestic investors investing in strate - gic Polish companies on the list, so this is not a typical foreign direct investment (FDI) regime. FDI Regime The FDI regime was introduced in response to the COVID-19 pandemic and applies to foreign investors as follows: • in the case of natural persons – persons who are not citizens of an EU/EEA/OECD country; or • in the case of other entities – entities that do not have their registered office in an EU/ EEA/OECD country and/or entities that have not had their registered office in an EU/EEA/ OECD country for at least two years. This regime also applies to indirect acquisitions by foreign investors. The list extending the appli - cation of the rules is broad and includes the fol - lowing in particular: • acquisitions made through subsidiaries;
• acquisitions made at the request of a foreign investor (including acquisitions by investment portfolio managers made for their clients); and • acquisitions made by entities acting in con - cert with a foreign investor. An FDI transaction is one that results in a foreign investor acquiring: • a stake equal to or greater than 20% or 40% of the total number of votes in a Polish com - pany or, in the case of a Polish partnership, making a contribution to a Polish partnership equal to or greater than 20% or 40% of the total contributions in the partnership; • a participation in the profit of a Polish com - pany equal to or greater than 20% or 40%; or • a significant participation in, or a dominant position over, a Polish company – eg, via the acquisition or lease of an organised part of the enterprise from a Polish company, enter - ing into a control (management) agreement and/or a profit transfer agreement in rela - tion to a Polish company or acquisition of a majority of votes in a Polish company. If the FDI transaction concerns a company that operates in any “strategic” sectors or conducts ”strategic” activities, it is subject to the FDI regime and requires prior clearance from the Polish Competition Authority (PCA) for filings made before 24 July 2025, or from the ministry responsible for economic affairs for filings from 24 July 2025 onwards. The regime affects the following: • companies that conduct economic activ - ity across a wide range of sectors, including energy, science, technology, telecommunica - tions, medicine and food produce;
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