Business concentration – questions of notification of Competition Authority under EU and Polish law

Publication date: December 12, 2025

Business concentrations are common and significant phenomena that constitute a part of modern economic activity. They include takeovers, mergers, the acquisition of assets, and even the creation of joint ventures. Their primary goal is typically to develop companies and increase competitiveness and efficiency. They can also lead to a restriction of market competition. Therefore, the legislature has introduced the obligation to notify the President of the Office of Competition and Consumer Protection (UOKiK) of any intended concentration in cases where it may affect competition conditions in Poland. This article will discuss when an enterprise must notify the President of the Office of Competition and Consumer Protection (UOKiK), what information should be included, and the procedure conducted by the President of the UOKiK.

Reporting the intention to concentrate

An undertaking is required to notify the intended concentration before implementing it. This is a necessary condition – notification must be submitted first, and only then the transaction must be finalized. The entity must assess whether it meets the required statutory requirements for such notification. Mandatory situations in which an intended concentration must be notified to the President of the Office of Competition and Consumer Protection include: the combined global turnover of the participating undertakings in the previous year exceeded EUR 1 billion; the combined annual turnover in the territory of the Republic of Poland exceeded EUR 50 million (as per Article 13, Section 1 of the Office of Competition and Consumer Protection); and the concentration does not have a Community dimension. This obligation applies to both Polish and foreign undertakings, provided that the effects of the concentration must occur in the territory of the Republic of Poland. Furthermore, the Act also covers extraterritorial concentrations if the effects could potentially occur in the territory of the Republic of Poland. A concentration is not subject to notification if the new entity does not plan to enter the Polish market within three years, and the market of such an undertaking does not produce any effects or overlaps with Polish markets.

Forms of concentration

The most common form of concentration in practice is primarily a business combination (referred to in Article 13, Section 2, Item 1). A merger can take two forms. The first is incorporation, where all assets of the company being acquired are transferred to the acquiring company in exchange for specific shares/stocks granted to the shareholders of the acquired company. The next form is a merger, which involves the creation of a new company that takes over the assets of all merging entities. An intention to concentrate, regardless of whether it is an incorporation or a merger, can be declared by all entrepreneurs, as each of them is a party to such proceedings.

Another form of concentration is the acquisition of control. This refers to the ability to exert decisive influence over another entity, and can therefore take a direct or indirect form. Such control can result from: holding a majority of votes at the shareholders’ meeting, the right to veto key decisions, the right to appoint or dismiss members of the management board or supervisory board, holding a majority of votes in a partnership, or even acquiring ownership of the enterprise or part thereof. This list is open-ended; any other situation that allows one entity to acquire control over another can be added to the above list. Control is also divided into specific types, which include, among others: Sole control – where one entity exercises control independently; joint control – where it is exercised by several entrepreneurs (e.g., when company members hold a 50/50 shareholding or one of them holds a majority and the other has a veto); positive control – where the right to make independent decisions; negative control – where the entity has the ability to block key decisions; and active and passive control – where the acquisition of control may result from factual circumstances (e.g., share redemption). The notification obligation arises in situations where there is an acquisition of sole control, an acquisition of joint control, a change in the type of control (from joint to sole or vice versa), and in situations where the composition of the jointly controlling entities changes. The obligation to notify the intended concentration rests with: in the case of an acquisition of control – the undertaking acquiring such control; in the case of a transition from joint to sole control – the undertaking acquiring sole control; In the event of a transition from sole to joint control, a new joint controlling party is appointed, and in the event of a change in joint controlling party, the intended concentration must be notified by the party joining the joint control. If there is only a replacement of a shareholder, the previous joint controlling party is not required to notify the intended concentration.

Another form of concentration is the creation of a joint venture. Two or more entrepreneurs create a new entity whose purpose is to perform the functions of an independent entrepreneur and operate on a lasting basis. This applies to companies, partnerships, and cooperatives, but does not include civil partnerships, where the entrepreneurs are the partners, not the company. Notification should also be submitted in special cases, such as the expansion of an existing joint venture into new markets or its function, which may have a specific impact on the market situation. The notification obligation rests with all entrepreneurs who form the joint venture; they may submit a single notification, or each may do so separately, although this remains a single procedure.

Another form of concentration is the acquisition of another company’s assets. This entity may acquire part of an enterprise, a production facility, a press title, a brand, or other assets with independent turnover. However, a necessary condition is that the assets must generate turnover in the territory of the Republic of Poland exceeding €10 million in at least one of the last two financial years. Only the acquirer of the assets must submit a notification. However, if the assets originate from multiple companies in the same group, it is treated as a single concentration, and the turnover of the assets is aggregated.

Non-reportable concentrations

Pursuant to Article 14 of the Act of 16 February 2007 on Competition and Consumer Protection (consolidated text: Journal of Laws of 2024, item 1616, as amended), there are also concentrations that are not subject to notification. This is a closed list, meaning that, apart from those listed below, all others must be notified. These include:

• Taking control of an entrepreneur with a turnover in the territory of the Republic of Poland below EUR 10 million (in each of the previous two financial years)
• Merger of enterprises when the turnover of each of them in the Republic of Poland is below EUR 10 million
• Establishment of a joint venture with a turnover of less than €10 million each
• Concentrations within the same capital group
• Temporary acquisition of shares by a financial institution for the purpose of resale
• Temporary acquisition of shares to secure receivables
• Concentrations during bankruptcy proceedings (with few exceptions).

Methods of calculations – turnover

Each participant in a concentration is required to report the turnover achieved in its last completed financial year, which means that the financial year is not the same as the calendar year. If an entrepreneur closes their financial year, for example, in July, they use data from the period from July of the previous year, not January to December. Conversely, if one entrepreneur uses a calendar year while another uses a shifted year, each uses its own, which is intended to prevent manipulation of reporting periods. According to Article 4, item 15 of the Act on Competition and Consumer Protection, turnover includes: revenue from the sale of goods and services generated by the entrepreneur, reduced by: value added tax (VAT), excise tax, and various rebates and discounts. In particular, it does not include financial income, gains from the disposal of fixed assets, or internal settlements between companies operating in the same group. Certain sectors have specific rules for calculating turnover. For banks, revenue is the sum of income from banking activities (interest, commissions) less certain costs. For insurers, turnover is gross insurance premiums less payments due. For investment and pension funds, it is management revenue. Two types of turnover are used when assessing the obligation to notify a concentration: global turnover, which includes the sum of the turnover of all concentration participants (and their capital groups), regardless of the country in which the turnover was generated; and turnover within the territory of the Republic of Poland, which is only the portion of turnover related to the sale of goods and services in Poland, sales imported into Poland, and activities conducted for Polish contractors. This turnover does not include exports from Poland or turnover generated outside the territory of the Republic of Poland. If a company generates turnover in a foreign currency, it is converted to euros at the average euro exchange rate announced by the National Bank of Poland on the last day of the previous calendar year. This rule applies to both turnover within the Republic of Poland and global turnover.

Community dimension

Concentrations with a Community dimension fall under the exclusive jurisdiction of the European Commission. There is a basic threshold, where the worldwide turnover of all participants must exceed EUR 5 billion, and the turnover in the European Union of each of at least two participants must exceed EUR 250 million, with the exception of the 2/3 rule (when each participant generates more than two-thirds of its turnover in a single country). This stems from Article 1(2) of Regulation 139/2004. Furthermore, Article 1(3) mentions an alternative threshold: the worldwide turnover must exceed EUR 2.5 billion; the combined turnover in at least three EU countries must exceed EUR 100 million, and the turnover in the European Union of each of two participants must exceed EUR 100 million.

Deadline for submission

An intended concentration must always be notified before the concentration is implemented. The most common prerequisites for an intended concentration include a conditional agreement, a letter of intent, a preliminary agreement, and a tender offer for shares (in the case of public companies). Draft agreements, management board statements, or press releases are not sufficient. Until the President of the Office of Competition and Consumer Protection (UOKiK) issues approval, the parties are required to refrain from implementing the concentration.

Course of proceedings

Concentration proceedings take an administrative form and can be divided into several stages. They begin with the submission of a complete notification by the interested parties to the concentration. These stages include:

• Submission of the notification and formal verification – after the notification is submitted to the Office of Competition and Consumer Protection (UOKiK) Headquarters, the following is checked: the completeness of data and documents; if they are missing, the President requests the entrepreneur to complete them (the deadline for issuing the decision is not counted until the notification is completed); after the notification is deemed complete, the proceedings are formally initiated.
• Concentration analysis (proper procedure) – after receiving the notification, the President of the Office of Competition and Consumer Protection (UOKiK) conducts a market analysis, assesses the position of the concentration participants, and determines whether such a concentration could significantly restrict competition. Furthermore, the President may request additional information from the concentration participants, contractors, other entrepreneurs present in the market, state authorities, or foreign institutions.
• Decision – the proceedings may usually end in two stages; If the concentration does not raise any major doubts, the President of the Office of Competition and Consumer Protection (UOKiK) gives his consent or discontinues the proceedings (if the transaction is not subject to notification) – this usually lasts up to one month; on the other hand, if an in-depth analysis is needed, the proceedings may last up to 4 months in total, the UOKiK may examine the market more thoroughly and this occurs in situations where the parties have high market shares, the markets are highly concentrated and there is a risk of dominance emerging
• Decisions – The President of the Office of Competition and Consumer Protection (UOKiK) may: issue consent to the concentration, issue conditional consent (i.e., impose certain measures to ensure its success: divestment of part of the assets, deactivation of the brand, guaranteeing access to infrastructure), and prohibit the concentration (if such a concentration could clearly lead to a restriction of competition). The decision is delivered to the parties, and its content is published on the UOKiK website.
• Appeals – An appeal against a decision may be filed with the Court of Competition and Consumer Protection, and then with the Court of Appeal. Filing an appeal does not suspend the enforcement of the decision unless the Court issues a ruling to that effect.
• Sanctions – Until consent is obtained, entrepreneurs cannot carry out a concentration (standstill obligation), and the violation of such an obligation may result in a fine of up to 10% of turnover and invalidates the effects of the concentration

Summary

Notifying an intended concentration is an extensive procedure that includes: assessing turnover thresholds (both domestically and globally), analyzing the transaction’s impact on the Polish market, identifying the parties to the process (both who participates and who is obligated to notify the intention), and considering numerous exceptions and specific rules. This clearly defined procedure for intended concentration notification prevents the creation of structures aimed at restricting competition. Furthermore, it facilitates market monitoring by the Office of Competition and Consumer Protection (UOKiK) and, in larger-scale concentrations, by the European Commission.