LAW Insights 03.12.2025

Investment Restrictions for Foreign Investors in Poland

Poland, as a European Union member state, applies the principle of free movement of capital to investors from member states. However, the situation differs significantly for investors from outside the EU, who face restrictions in certain economic sectors requiring appropriate approvals and permits. Understanding these regulations is essential for successful market entry and avoiding costly procedural mistakes.

Legal Framework

The Polish system of investment restrictions is based on several key legal acts. The Act of 24 March 1920 on the Acquisition of Real Estate by Foreigners remains the fundamental regulation governing the principles of acquiring land and real estate by foreign entities. The Act of 24 July 2015 on the Control of Certain Investments introduces a mechanism for protecting strategic companies and economic sectors, which was significantly strengthened in response to the COVID-19 pandemic. Additionally, sector-specific regulations govern access to particular industries such as media, energy, and financial services.

The distinction between investors from the EEA and Switzerland versus investors from third countries is of fundamental importance. The former generally benefit from national treatment, while investors from outside this area are subject to additional requirements and control procedures that can significantly impact transaction timelines and structures.

Real Estate Acquisition by Foreigners

Acquisition of real estate by a foreigner from outside the EEA generally requires a permit from the Minister of Internal Affairs and Administration. This obligation applies to natural persons without Polish or EEA citizenship, legal entities with registered offices abroad, and companies controlled by foreign entities.

A permit is required when acquiring real estate ownership rights, perpetual usufruct rights, and when acquiring shares in companies owning real estate if the company becomes controlled by a foreigner as a result of the transaction. The definition of control is broad and includes situations where a foreign entity gains the ability to exercise more than 50% of voting rights at the shareholders’ meeting.

Exemptions from the permit requirement apply in several important situations. These include the acquisition of a self-contained residential unit (apartment), acquisition by a foreigner who has been residing in Poland for at least five years since obtaining permanent residence or EU long-term resident permit, and acquisition by a foreigner who is a spouse of a Polish citizen where the property will become part of marital community property. Additionally, no permit is required for the acquisition of real estate not exceeding 0.4 hectares for business purposes.

The permit procedure requires submission of an application together with documents confirming the applicant’s ties to Poland, specification of the purpose and source of financing for the acquisition, and obtaining opinions from the relevant minister and the Minister of National Defence in the case of real estate located in the border zone. The permit is issued within up to two months, although this period may be extended in complex cases.

Control of Investments in Strategic Companies

The Act on the Control of Certain Investments establishes a mechanism for protecting entities of strategic importance to state security. This system was significantly expanded in 2020 in response to the COVID-19 pandemic and concerns about the acquisition of weakened Polish companies by capital from third countries.

Sectors subject to control include energy infrastructure encompassing generation, distribution, and trading of electricity, gas, and fuels. Telecommunications companies, including network operators and service providers, are also controlled. The defence industry is subject to particular oversight, as is the chemical industry covering the production of fertilizers, plastics, and industrial chemicals. Control also extends to food processing companies, pharmaceutical and medical device manufacturers, and IT companies providing services to public administration.

The obligation to obtain approval applies to the acquisition of significant shareholdings in protected companies. The thresholds triggering the notification obligation are the acquisition of 20%, 25%, and 33% of votes in a company. The notification obligation applies to investors from outside the EEA and OECD, as well as entities controlled by such investors. The competent authority for issuing decisions is the President of the Office of Competition and Consumer Protection (UOKiK), who may oppose a transaction threatening public order or state security.

The control procedure provides for a two-month period for reviewing the notification, with the possibility of extension in particularly complex cases. Completing a transaction without the required approval results in its invalidity and criminal sanctions for the persons responsible.

Sector-Specific Restrictions

Individual economic sectors are subject to additional regulations restricting access for foreign investors, each with its own specific requirements and limitations.

Broadcast media represent one of the most restricted sectors. The Act on Radio and Television Broadcasting requires that a licence for radio and television broadcasting may only be obtained by an entity with its registered office in an EEA member state. An investor from outside the EEA may hold a maximum of 49% of shares in a broadcasting company, making this one of the most restrictive limits in the Polish legal system.

The banking and financial sector requires approval from the Polish Financial Supervision Authority (KNF) for the acquisition of significant shareholdings in banks. The KNF assesses the suitability of the investor, their financial situation, and the impact of the transaction on the stability of the financial sector. Similar requirements apply to insurance companies, investment fund companies, and other financial institutions. The assessment process is thorough and may include requests for additional information about the investor’s group structure and business plans.

The aviation sector requires air carriers to meet ownership and control requirements set out in EU regulations. Entities from outside the EU may hold shares in Polish airlines; however, effective control must remain in the hands of citizens or entities from member states. This requirement is strictly monitored and verified during the licensing process.

Mining activities in the area of exploration and exploitation of hydrocarbon deposits require a licence granted by the Minister of Climate and Environment. When assessing applications, aspects of national energy security are taken into account, which may influence decisions regarding investors from certain third countries.

Procedures and Required Documentation

An investor planning to enter the Polish market in a regulated industry should begin with an analysis of the planned investment structure in terms of applicable restrictions. It is then necessary to identify the relevant administrative authorities and required procedures, as well as prepare complete documentation taking into account the specifics of the given sector.

Typical documentation includes:

corporate documents of the investor together with sworn translations and apostille
information on the ownership structure down to ultimate beneficial owners
business plan or description of the investment strategy
documents confirming sources of financing
criminal record certificates for management personnel

Indicative timelines for processing applications vary depending on the procedure. A permit for real estate acquisition is issued within up to two months. Approval for the acquisition of shares in a strategic company also requires approximately two months. Sector-specific licences may require three to six months depending on the industry and complexity of the application.

Penalties for Non-Compliance

Completing an investment without the required approval or permit carries serious consequences across multiple dimensions. On the civil law level, a legal transaction made without the required permit is invalid, which can unwind entire transaction structures. Administrative sanctions include financial penalties imposed by the relevant supervisory authorities. In the case of control of strategic investments, the Act also provides for criminal liability of persons who allowed the acquisition of shares without the required approval, with potential imprisonment of up to five years.

How We Support Foreign Investors

We specialise in comprehensive market entry services for foreign companies in Poland, combining legal advisory with expert tax knowledge. Our clients receive full support at every stage of the investment process.

Legal support encompasses detailed analysis of the planned investment for applicable restrictions and regulatory requirements. We help select the optimal legal form for conducting business in Poland, taking into account industry specifics and the investor’s business objectives. We prepare and submit applications for required permits, including real estate acquisition permits and notifications to UOKiK in the case of investments in strategic companies. We represent clients before Polish administrative authorities and oversee the proper conduct of registration procedures with the National Court Register.

Tax support covers investment structure planning in a tax-efficient manner, taking into account double taxation treaties. We advise on VAT registration, payer obligations, and ongoing tax settlements. We help clients take advantage of available investment incentives, including reliefs under the Polish Investment Zone and tax exemptions for certain types of activities. We also support clients in fulfilling reporting and documentation obligations, including transfer pricing requirements.

By combining legal and tax competencies, we ensure coherent and effective support that minimises regulatory risks and optimises fiscal burdens. Our experts are fluent in English and understand the specifics of working with foreign clients, enabling smooth communication and quick response to investor needs.