Foreign joint venture concentrations – new UOKiK Guidance on the application of the effects doctrine in the territory of the Republic of Poland

On 2 April 2025, the Office of Competition and Consumer Protection (UOKiK) published updated guidance on the notification of intended concentrations. The changes concern foreign joint venture transactions (i.e. the establishment of a joint undertaking) and the interpretation of the so-called effects doctrine (principle of extraterritoriality), which involves the assessment of whether a given concentration produces or may produce effects within the territory of Poland.

According to the updated guidance, foreign joint ventures are not subject to notification to the President of UOKiK, provided that all of the following conditions are met concurrently:

• the newly created JV will not carry out any activity involving the territory of Poland for at least three years from the date of the concentration, and

• the relevant markets on which the JV will operate – including any vertical links with the parent companies – do not include Poland or any part of its territory.

This clarification further refines the changes introduced by UOKiK in October 2024 and aims to reduce the number of purely formal notifications, especially in cases where the transaction has no actual or potential effect on Polish markets.

Importantly, UOKiK confirms that each case will still be assessed individually, based on the geographic scope of the relevant markets and whether the joint venture’s activities could affect competition in Poland.

This is a welcome development for investors, private equity and VC funds, and deal advisors, providing greater legal certainty and alignment with international standards in cross-border transactions.

Where there is doubt, UOKiK encourages pre-notification discussions with the Merger Control Department, which may assist in determining whether a filing is required.

Full guidance available (in Polish): https://uokik.gov.pl/kontrola-koncentracji-ulatwienia-dla-przedsiebiorcow