Poland makes FDI screening regime permanent and shifts oversight from UOKiK to Ministry of Finance and Economy

Mechanism

Poland's foreign-investment screening regime has had two layers since 2015:

1. The original Act of 24 July 2015 on the Control of Certain Investments — narrow, sector-specific (chemicals, energy, defence) and limited to a closed list of named "protected entities." 2. A broader "Specialised Rules" tier added by the 2020 Anti-COVID Shield amendment for an initial 24 months, then prolonged in 2022 for an additional 36 months until 24 July 2025. This tier captured non-EEA / non-OECD investors acquiring 20% or 40% stakes in Polish entities operating in a wide list of strategic sectors — energy, telecommunications, defence, software for public utilities, food-processing, chemicals, pharmaceuticals, transportation, ports — and any listed company or company with PLN > 250m revenue or assets.

The Specialised Rules tier was, by design, a temporary security-screening mechanism piggybacked on a competition authority. The 9 July 2025 Act removes the sunset and restructures the regime around three changes:

• Permanence. The Specialised Rules tier no longer expires. Poland joins

Germany, France, Italy and the Netherlands in operating an open-ended FDI screen on its eastern flank — the first explicitly permanent CEE regime and the first PL action to enter the IPTM register.

• Authority transfer. Review competence moves from the President of UOKiK

(Office of Competition and Consumer Protection — a competition regulator) to the minister responsible for economic affairs, presently the Minister of Finance and Economy. The signal value is the move away from a competition framing toward a political / public-order framing of the screen, in line with how DE BMWK and FR DG Trésor handle FDI review.

• New trigger. Alongside the existing "potential threat to public order, public

security or public health" grounds, the amendment adds an "international situation distorting the market or competition" trigger — broader than national security and explicitly designed to capture the post-2022 sanctions/circumvention environment and Chinese SOE inbound interest.

Standstill obligations (no closing pre-clearance) and criminal sanctions of up to PLN 50 million for circumvention are retained from the prior regime.

Downstream implications

• First PL action in the IPTM register; brings the EU's eastern flank into formal

alignment with the western-industrial-policy-stack on inbound investment.

• Combined with Canada Bill C-34 (2024-03-22), Australia FIRB tightening, and the

US Outbound Investment Screening EO14105, this completes a near-comprehensive G7+EEA perimeter against PRC inbound and outbound capital flows in strategic sectors.

• For ETF/portfolio flows: targets are non-EEA/non-OECD investors, so EWP (Poland)

inbound buyers from China, Russia, Gulf, India face new clearance friction; EU/OECD-domiciled buyers (including via SPVs) are unaffected. Watch for KGHM, Orlen, PKO BP, PZU as the universe of likely "protected entities" most often targeted.

• The "international situation distorting market or competition" trigger creates a

legal hook for blocking transactions that look commercial but are politically sensitive — e.g., Chinese acquisition of Polish logistics or food-processing capacity. Expect first-mover use in 2026 H1.

Open questions

• Which entities will be added to the static "protected entities" list under the

permanent regime? UOKiK's prior list was opaque; MoFE may publish a refreshed list.

• What is the appeal route for objection decisions now that authority sits with a

ministry rather than an independent competition authority? Administrative-court review is implied but not yet tested.

• Will the "international situation distorting competition" trigger be used in

practice or remain a deterrent clause? First test cases will define its real scope.