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Competition law in Poland


Since Poland's transformation into a market economy and membership in the EU, competition law has become of central importance. The principal objective of this body of law is to protect companies against the activities of other companies that, by interfering with the development of a free market, limit the possibility of freely conducting business interests in the free marketplace. Consequently, there is a growing need for a good understanding of this constantly changing and complex subject.


1. Basic provisions of competition law

1.1 Anti-trust regulations in Poland

1.2 Concentration control in Poland

1.3 State aid in Poland

2. Competition Protection Authorities

3. Conclusions


1. Basic provisions of competition law

The Law on Competition and Consumer Protection of 16 February 2007 ("Competition Law") is the principal vehicle for regulating anti-competitive agreements between companies, abuses of dominant positions and concentrations.
It sets out the main objectives of Polish competition policy, which cover:

  • Prohibition on concerted practices, agreements and associations between companies that may prevent, restrict or distort competition, and a prohibition on an abuse of a dominant position,
  • Preventive supervision of concentrations to limit the possibility of finalising transactions that significantly restrict competition.

The Competition Law is closely related to the Act on Unfair Competition of 16 April 1993 (the "Act on Unfair Competition"), which defines behaviours constituting unfair competition.

Other aspects of Polish competition law include the supervision of State aid or aid granted through State resources in whatever form, if it threatens to distort competition by favouring certain companies or the production of certain goods.
The Competition Law may be divided into three basic headings:

  • Anti-trust
  • Concentration control
  • State aid

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1.1 Anti-trust regulations in Poland

In the Polish context, both the rules governing anti-competitive agreements and the rules prohibiting abuses of a dominant position can be referred to as anti-trust rules.

Article 6 of the Competition Law prohibits all kinds of agreements (contracts, resolutions or arrangements in any form) made between companies or associations of companies that may, even potentially, result in restraints of competition. The most familiar anti-competitive arrangement, and the most hazardous for the operation of the market, is an agreement on prices, where competing companies collude on price levels and consumers are unable to take advantage of competition between suppliers to obtain competitive prices. Other types of prohibited agreements include, subject to certain exceptions, agreements restricting production, sales or technical development (quota agreements), limiting the area or customer base (subdivision agreements) on or in which certain entities may engage in sales, or agreements restricting market access to other companies (discriminatory agreements).

The Competition Law also prohibits an abuse of market power, often referred to as "market dominance". A company holds a dominant position if its economic power enables it to operate on the market without taking account of the reaction of its competitors, or of intermediate or final consumers. There is a presumption that a market share of 40% is large, and hence indicative of a dominant position. However, when analysing the market position of a company, it is necessary to take into account all the economic conditions characterising this market. There may be other factors sustaining the conclusion that a company with a 40% market share is not in fact dominant.

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1.2 Concentration control in Poland

The control of concentrations is an important component of the competition policy. In general, only concentrations that would significantly impede effective competition, in particular through creating or strengthening a dominant market position, are prohibited in Poland. The system for monitoring concentration transactions is also governed by the Competition Law. It obliges companies to seek clearance for certain large-scale concentrations.

The obligation to report the intention to concentrate is applicable to:

  • the intention to concentrate two or more independent companies,
  • the intention to acquire control over one or more companies,
  • the intention to create a joint venture company, or
  • to acquire assets of another company.

However, the transaction does not need to be notified if the turnover of the company to be taken over, or the turnover generated by the company's acquired assets, does not exceed EUR 10 million (i.e. minor impact threshold) in Poland in either of the last two years before the notification. The notification requirement is also not triggered for mergers and joint ventures transactions in which none of the participants reached a turnover of EUR 10 million in Poland during the last two years before the notification.

This obligation applies to all concentrations where the combined aggregate worldwide turnover of the parties in the year preceding the year when the notification is made the equivalent of EUR 1 billion, or where the combined aggregate turnover in Poland is more than EUR 50 million. Such concentrations must be notified to the President of the Office for Competition and Consumer Protection and must be cleared before the concentration is completed. It means that the parties to such concentrations are obliged not to complete the transaction before they obtain clearance from the President of the Office, or before the lapse of the one-month period from the date of the notification in which the President of the Office should deliver a decision. This one-month period for issuing a decision may be extended to an additional four months in most complicated cases. It must also be noted that the period in which the President of the Office should issue its decision does not include periods granted to the notifying parties to rectify any formal defects or to supplement information. Fines may be imposed for a failure to notify, or for providing incorrect or misleading information.

Decisions of the President of the Office are subject to judicial review by the Polish courts (the Court of Competition and Consumer Protection).

It should be noted that Polish regulations on the control of concentrations indicate conditions to notify a concentration more rigorously than the equivalent community regulations. As a result, just because the competent community authority (the European Commission) states that the concentration does not require notification, it does not necessarily mean that the intent to concentrate does not have to be notified to the Polish Office for Competition and Consumer Protection (UOKiK).

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1.3 State aid in Poland

Article 107 of the Treaty on the Functioning of the European Union prohibits any aid granted by the State, or through State resources in any form whatsoever, if it distorts or threatens to distort competition by favouring certain companies or the production of certain goods. By giving certain companies or products favoured treatment to the detriment of other companies or products, state aid seriously disrupts normal competitive forces.

The aid in question can take a variety of forms such as, for instance:

  • State grants,
  • Relief and exemption from public fees,
  • Tax relief,
  • State guarantees,
  • The State holding and providing goods and services on preferential terms.

Polish competition policy, however, allows exceptions to the prohibition on State aid, as long as the proposed aid schemes comply with the conditions set out in the State Aid Law of 30 April 2004, as well as the relevant EC legislation. By way of example, it is allowed to grant aid of a social character to individual consumers, as well as aid aimed at making good the damage caused by natural disasters or other exceptional occurrences.

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2. Competition Protection Authorities

The Competition Law is enforced by the central administrative body - the President of the Office for Competition and Consumer Protection (the President of the Office).

The decisions and guidelines of the President of the Office, as well as court rulings issued pursuant to appeals against decisions of the President of the Office, may be published in the Official Journal of the Office. The decisions and guidelines of the President of the Office are available on the website of the Office - www.uokik.gov.pl.

Administrative decisions of the President of the Office related to competition law may be appealed against to a special court set up within the Regional Court of Warsaw (the Court of Competition and Consumer Protection). Appeals must be filed through the intermediary of the President of the Office within one month of receiving the relevant decision. The appeal proceedings are governed by the separate special rules of the Code on Civil Proceedings.

Rulings of the Court of Competition and Consumer Protection may be further appealed to the Appeals Court (Civil Department), where appeals must be filed through the intermediary of the Court of Competition and Consumer Protection within two weeks of receiving the ruling of the Court of Competition and Consumer Protection. The parties to the appeals proceedings are entitled to submit a complaint (skarga kasacyjna) against a Appeal Court ruling to the Supreme Court, whatever the amount involved. An appeal must be filed within two months following the date of receiving the ruling subject to the complaint.

A system of fines is imposed by the President of the Office for a failure to comply with the competition law. The penalties are discretionary and may reach:

  • up to 10% of the total annual revenues of an entity in case this entity enters into agreements aimed at preventing, restricting or distorting competition, or if it abuses a dominant position, or it proceeds with a concentration before obtaining a clearance decision of the President of the Office
  • the PLN equivalent of EUR 50 million, if no information, or false information was provided during proceedings conducted by the President of the Office
  • the PLN equivalent of EUR 10 thousand for each day of delay in complying with a decision of the President of the Office, or a ruling of the Court of Competition and Consumer Protection.

In addition, the Competition Law provides for penalties that may be imposed by the President of the Office on an individual acting as a manager or a member of a managing body of an entity or a group of entities (up to a maximum of 50 times the average remuneration), for breaching procedural rules of the Competition Law (i.e. for not executing a decision or for not providing information). Furthermore, a fine of up to PLN 2 million may be imposed on managers who, by act or omission, have intentionally made possible the execution of an anticompetitive agreement.

Fines imposed by the President of the Office may be appealed against to the Court of Competition and Consumer Protection. Such fines constitute revenues of the State budget and may be collected pursuant to enforcement administrative proceedings.

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3. Conclusions

Polish competition protection legislation is efficient and its enforcement mechanisms function satisfactorily. Polish Competition Law is subject to systematic amendments aimed at further strengthening the effectiveness of the Polish competition protection authorities. This can be seen from the recent introduction of significant fines for individuals that make possible the execution of an anticompetitive agreement.

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(Last update: April 2015)

Prepared for the Polish Information and Foreign Investment Agency by:

Law firm Gide Loyrette Nouel

Author: Szymon Chwaliński - lawyer at Gide Loyrette Nouel Law Firm

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