On 1 October 2015, Poland’s new legislation On Control of Certain Investments came into effect. The legislation establishes a mechanism of State review of certain investments in a closed list of entities by foreigners or domestic investors. Entities are included in the list if they exercise certain economic activities that are sensitive for public policy or public security and in light of market share, scale of their business activity, and their proximity to fundamental interests of the society. The protection provided for in the Act may be applied to an entity involved in economic activity the objects of which are: a) generation of electric energy; b) production of motor gasoline or diesel fuel; c) pipeline transportation of petroleum, motor gasoline, or diesel fuel; d) warehousing and storage of motor gasoline, diesel fuel, natural gas; e) underground storage of petroleum or natural gas; f) production of chemicals, fertilisers and chemical products; g) production of and trade in explosives, weapon and ammunition, as well as products and technology for military or Police purposes; h) regasification or liquefaction of natural gas; i) handling of petroleum and products thereof in sea ports; j) distribution of natural gas, or electric energy; k) telecommunications activity; l) transmission of gaseous fuels; m) production of rhenium; n) extraction and processing of metal ores used in the manufacture of explosives, weapons and ammunition, as well as products and technologies used by Armed Forces and Police. 
[...] The list of entities subject to protection may be determined by the Council of Ministers by a regulation (until the regulation enters into force the restrictions arising out of the Act do not apply).[...]The obligations arising out of the Act apply to all entities acquiring or gaining significant participation or a dominant stake in entities subject to protection, regardless of their nationality (both domestic and foreign entities, including entities from EU Member States).[...]The inclusion in the internal law of regulations enabling the control of purchasing assets and shares of companies operating in economic sectors which are key due to the public order and public security is dictated by the state’s obligation to have legal instruments providing for the possibility of interference in situations where there is a risk of losing control over entities necessary to provide security in the country. The Act on the control of certain investments does not discriminate against any investors.[...]The control of acquiring shares and property rights, and acquiring enterprises or organised parts thereof in entities subject to protection operating in economy sectors of vital importance for public policy and public security provided for in the aforesaid Act, is a measure proportionate to and appropriate for the intended purpose. The control is to apply only to selected entities of a given industry, and the intent to carry out ownership changes of considerable importance. The overriding requirement to protect public policy and public security provides grounds for the State’s measures interfering with the free market mechanism in the form of free trade of shares and property rights, as well as enterprises or organised parts thereof in entities subject to protection. The interests of the State and the common good require that control measures be undertaken in the case of individually specified entities operating in strategic sectors of the economy. (DAF/INV/RD(2016)1/REV1
On 1 January 2020, Poland expanded the application of its investment review mechanism to safeguard its essential security interests by adding a telecommunications company to the list of entities subject to specific protection under the Act of 24 July 2015 on Control of Certain Investments. A second amendment entered into force on 13 October 2020 adding a defence company to the list of entities subject to the specific protection.
On 23 July 2020, temporary amendments to the Act on the Control of Certain Investments entered into force. Among other things, the changes require the Polish Competition Authority to carry out a mandatory review procedure for certain acquisitions by foreign investors in specified “protected entities”. The Authority may prohibit or unwind certain transactions if they affect Polish essential security interests, the criteria for which have been changed to include, among other things, whether the investment could have a “negative impact on projects of EU interests”. Some of the changes, which were identified as responses to the COVID-19 pandemic, applied until 11 October 2020 while others will apply for a two-year period.
On 13 October 2020, the Ordinance of the Minister of Development, Labour and Technology of 8 October 2020 on the contact point for the implementation and application of the regulation establishing a framework for monitoring foreign direct investment in the Union entered into force. The Ordinance designates the Minister of Development, Labour and Technology as the Polish contact point for the implementation the European Union Regulation establishing a framework for the screening of FDI into the EU.
On 21 December 2021, Poland published the list of entities subject to protection and "control" or overview regarding their operations by a determined competent Polish authority (i.e. Minister of Defense, Minister for State Assets). As specified above, entities are included in the list if they exercise certain economic activities that are sensitive for public policy or public security and in light of market share, scale of their business activity, and their proximity to fundamental interests of the society. These economic activities are specified in Article 4 of the Act on the Control of Certain Investments.
On 12 May 2022, the Act of 12 May 2022 amending the Act on the tax on goods and services and other acts extended the application of the temporary screening regime, also organized under the Act of 2015 on the Control of Certain Investments, until July 2025. This temporary regime allows the Polish Competition Authority to carry out a mandatory review procedure for certain acquisitions by foreign investors in specified “protected entities”. The Authority may prohibit or unwind certain transactions if they affect Polish essential security interests, the criteria for which have been changed to include, among other things, whether the investment could have a “negative impact on projects of EU interests”.
"Article 1. The Act defines:
1) the rules and procedures related to the control of some investments subject to the acquisition of:
a) shares or stocks,
b) overall rights and obligations of a shareholder authorised to run a company or to represent a partnership,
c) an enterprise or its organised part
– resulting in the purchase or gaining the significant participation, or acquiring the domination over a company representing an entity subject to protection;
2) sanctions for the infringement of the obligations arising from the Act.
Article 2. The aim of the control referred to in Article 1 paragraph 1 is to protect the public order or public security referred to in Article 52 paragraph 1 and Article 65 paragraph 1 of the Treaty on the Functioning of the European Union, taking into consideration Article 4 paragraph 2 of the Treaty on the European Union.
[...]
Article 3.1. Whenever in the Act reference is made to: [...]
4) significant participation – shall mean the situation making influence on the activities of an entity possible, through:
a) holding shares or stocks carrying, in the period of the last 2 years, at least 20% of the total number of votes, calculated as the weighted average in this period, in the decision-making authority of the entity, in particular, at the general meeting or meeting of shareholders, whereas the changes in the shareholding, including the disposal of a part of shares or stocks in this period and their acquisition, shall not affect defining of the significant participation; or
b) holding equity share in a partnership with the value of at least 20% of the value of all the contributions paid to this company;
5) entity subject to protection – shall mean an entity included in the specification referred to in the regulations issued pursuant to Article 4 paragraph 2;
[...]
Article 4.1. An economic operator engaged in economic activity in the scope of:
1) generation of electricity; or
2) production of motor gasoline or diesel fuel; or
3) pipeline transport of oil, motor gasoline or diesel fuel; or
4) warehousing and storage of motor gasoline, diesel fuel, natural gas; or
5) underground storage of oil or natural gas; or
6) production of chemicals, fertilisers and chemical products; or
7) manufacturing and trade of explosives, weapons and ammunition as well as products and technologies used by Armed Forces and Police; or
8) regasification or liquefaction of natural gas; or
9) transhipment of oil and its products in sea ports; or
10) distribution of natural gas or electricity; or
10a) transhipment in ports of fundamental importance for the national economy within the meaning of Art. 2 point 3 of the Act of December 20, 1996 on sea ports and harbors (Journal of Laws of 2022, item 1624), or
11) telecommunication services; or
12) transmission of gaseous fuel; or
13) production of rhenium, or
14) extraction and processing of metal ores used in the manufacture of explosives, weapons and ammunition, as well as products and technologies used by Armed Forces and Police;
– may be recognised as an entity subject to protection.
2. The Council of Ministers may determine, by way of regulation, a list of entities subject to protection, as well as the control authority competent for each of the entities included in the list, taking into account the significant share of a given entity in the market, the scale of its activities, real and sufficiently serious threats to the fundamental interests of society related to the conduct of business by the entity to be protected. , as well as the impossibility of introducing a less restrictive measure and the necessity, in relation to an entity operating in a given sector, to apply investment control on the principles specified in the Act to ensure the protection of public order or public security referred to in Art. 52 section 1 and  art. 65 section 1 of the Treaty on the Functioning of the European Union, as well as the time justifying the application of these measures. [Ordinance from the Council of Ministers, published 21 December 2021 (Journal of Law 2022, item 2372)]
[...]
Article 5.1. An entity intending to acquire or gain the significant participation, or acquire the domination, shall be bound to notify the control authority, on a case by case basis, of its intention to do so, unless such an obligation lies with other entities, in accordance with paragraphs 2-5.
[...]
Article 11.1. The control authority, by the relevant decision, shall raise the objection against the acquisition of shares or stocks, or rights arising from shares or stocks, or taking up the stocks or shares of a company being the entity subject to protection, resulting in the acquisition or gaining the significant participation, or acquisition of the domination over a company being the entity subject to protection, or against the acquisition of an enterprise or its organised part from a company being the entity subject to protection, including, in case of the consequential acquisition, if [...]
2) it is justified by the goal of:
a) ensuring the implementation of obligations imposed on the Republic of Poland related to safeguarding the independence and integrity of the territory of the Republic of Poland, assuring the freedom and human and civil rights, citizens' security and environmental protection,
b) preventing social or political activities or phenomena making it impossible or difficult for the Republic of Poland to fulfil its obligations arising from the North Atlantic Treaty, executed in Washington D.C. on 4 April 1949, as well as to participate in the North Atlantic Treaty Organisation,
c) preventing social or political activities or phenomena that may potentially distort the foreign relations of the Republic of Poland,
d) ensuring, without prejudice for the provisions of letter a, public order or security of the Republic of Poland, as well as covering the indispensable needs of the population, in order to protect population health and life
– considering Article 52 paragraph 1 and Article 65 paragraph 1 of the Treaty on the Functioning of the European Union and Article 4 paragraph 2 of the Treaty on the European Union.
[...]
Article 12a. [amended by Act of 12 May 2022]
1. In connection with the situation caused by COVID-19 or a market-distorting international situation, the provisions of Art. 12b-12k and Art. 16a and Art. 16b, specify:
1) Principles and procedure for controlling investments resulting in the acquisition or achievement of significant participation or acquisition of dominance over an entity covered by protection within the meaning of Art. 12d by an entity that:
a) does not have the citizenship of a Member State - in the case of natural persons or
b) does not have or has not had its registered office in the territory of a Member State for at least two years from the day preceding the application - in the case of entities other than natural persons;
2) Sanctions for breach of obligations arising from the provisions of Art. 12b–12k.
2. The provisions of Art. 12b-12k shall not apply to matters relating to the entity subject to protection referred to in Art. 3 section 1 point 5, conducted by the inspection authority referred to in Art. 3 section 1 point 6.
Art. 12b . 
Purpose of the entity investment control mechanism protected is the protection of public order, public security or public health, as referred to in art. 52 sec. 1 and art. 65 sec. 1 of the Treaty on the functioning of the European Union, taking into account Art. 4 sec. 2 of the Treaty on European Union.
Art. 12c . 
1. Whenever in the provisions of Art. 12a-12k it is mentioned:
1) significant participation - it is understood as a situation that makes it possible influencing the activities of the entity by:
a) having shares or stocks representing at least 20% of the total the number of votes, or
b) having a capital share in a partnership with a value ofat least 20% of the value of all contributions made to this company,or
c) having a share in the profits of another entity amounting to at least 20%; [...]
3) entity covered by protection - it is understood as an entrepreneur with its registered office in the Republic of Poland, which on the date of acquisition or achievement of a significant participation or acquisition of domination meets the conditions set out in Art. 12d paragraph 1, 2 or 3; [...]
5) Member State - shall mean the state that is a member European Union or a party to the Agreement on the European Economic Area, or a country belonging to the Organization for Economic Co-operation and Development.
[...]
Art. 12d [amended by Act of 12 May 2022]
1. The subject under protection is an entrepreneur with its seat in the Republic of Poland, which is a public company within the meaning of the Act of July 29, 2005 on public offering and conditions for introducing instruments organized trading system and public companies.
2. Entity covered security is entrepreneur based in the Republic of Poland, which:
1) possesses property that has been disclosed in the uniform list of objects,installations, devices and services included in the critical infrastructure,referred to in art. 5b paragraph. 7 point 1 of the Act of April 26, 2007 on crisis management (Journal of Laws of 2020, item 1856), or
2) develops or modifies the software:
[see Act for full list]
3) provides data collection or processing services in the cloud computing.
3. Entity covered security is entrepreneur based in the Republic of Poland, which conducts economic activity, which the subject is: [see Act for full list]
4. The entity covered by protection is the entrepreneur referred to in sec. 1, 2or 3, if the revenue from sales and services exceeded the territory of the Republic of Poland  in any of the two financial years preceding the notification,the equivalent of EUR 10,000,000. [...]
6. The Council of Ministers may, by way of a regulation, after seeking the opinion of the President of the Office of Competition and Consumer Protection, specify further exclusions from the protection of the entities referred to in section 1-4, taking into account the situation caused by COVID-19 or an international situation distorting the market or competition and specified in Art. 12b objectives of the control mechanism.
[...]
Art. 12e . 
1. The notification obligation referred to in Art. 12f paragraph. 1-4,arises in the event that the entity specified in art. 12a point 1 lit. a or b:
1) intends to acquire or achieve significant participation, or
2) intends to acquire dominance, or
3) has acquired or achieved significant participation, or
4) acquired domination. [...]
3. Indications of abuse or circumvention of the law in question in paragraph 2, may include, in particular, cases in which the entity acquiring or achieving significant participation or acquiring dominance:
1) he does not actually conduct economic activity on his own behalf in the scope other than activities related to the acquisition or achievement significant participation or the acquisition of dominance, or
2) does not have a permanent establishment, office or staff in the territory Member State.
[...]
Art. 12f . 
1. An entity that intends to acquire or achieve significant participation or to acquire domination, is obliged to submit each time to the control body prior notification of the intention to do so, unless this obligation rests with other entities, in accordance with paragraph 2-4.
[...]
Art. 12j . 
1. The inspection body, by way of a decision, objects to the purchase or achieving significant participation or acquiring dominance over the entity protected within the meaning of Art. 12d, including in the case of acquisition indirect or consequential if: [...]
3) in connection with the acquisition or achievement of significant participation or acquisition domination there is at least a potential threat to order public or public security of the Republic of Poland, or public health in the Republic of Poland - taking into account art. 52 sec. 1 and art. 65 sec. 1 of the Treaty on the Functioning of the European Union and art. 4 sec. 2 of the Treaty on European Union, or
4) it is not possible to determine whether the buyer has the citizenship of the state  - in the case of natural persons or owns or had what at least two years from the day preceding the notification of the seat in the territory Member State - in the case of entities other than natural persons or
5) the acquisition or achievement of significant participation or the acquisition of dominance may adversely affect projects and programs of European Union interest.[...]" (Act on the Control of Certain Investments (Dz.U. 2015 item 1272), last amended by the Act of 12 May 2022 amending the Act on tax on goods and services and certain other acts, Articles 12a and 12d [google translation])
Act on the Control of Certain Investments (Dz.U. 2015 item 1272), last amended by the Act of 12 May 2022 amending the Act on tax on goods and services and certain other acts, Articles 4, 12a and 12d
Ordinance from the Council of Ministers, published 21 December 2021 (Journal of Law 2022, item 2372)
[<a href="https://isap.sejm.gov.pl/isap.nsf/DocDetails.xsp?id=WDU20150001272">Act</a>],[<a href="https://isap.sejm.gov.pl/isap.nsf/download.xsp/WDU20220001137/T/D20221137L.pdf">Amending Act</a>],[<a href="https://isap.sejm.gov.pl/isap.nsf/download.xsp/WDU20210002372/O/D20212372.pdf">Ordinance</a>],[<a href="https://one.oecd.org/document/DAF/INV/RD(2016)1/REV1/en/pdf">Other</a>]