Selling a Business in Warsaw
Warsaw is Central and Eastern Europe's largest and most active M&A market. Two decades of sustained economic growth, EU membership, and the emergence of a world-class technology sector have built a buyer universe that is genuinely competitive — with Western European strategics, US acquirers, and PE funds with dedicated CEE mandates all active in the market. For Polish founders considering an exit, the timing and process design have never mattered more.
The Warsaw mid-market M&A landscape in 2026
Poland's economy has been one of Europe's strongest performers over the past two decades — the only EU member state to avoid a recession in 2009, and a consistent outperformer since. That growth trajectory has created a generation of Polish businesses with genuine scale, sophisticated management teams, and in many cases international revenue — the foundation for competitive M&A processes that produce outcomes comparable to Western European markets.
Private equity is deeply embedded in Polish M&A. Advent International, Enterprise Investors, Mid Europa Partners, and a growing list of pan-European funds with CEE mandates are consistently active acquirers of Polish businesses. The Warsaw Stock Exchange provides an additional liquidity option for businesses of sufficient scale, and dual-track processes — running a private sale alongside IPO preparation — have been used effectively by Polish founders to maximise competitive tension.
German buyers represent the largest single group of Western European acquirers in Poland, driven by supply chain integration, manufacturing complementarity, and the straightforward logic of eastward expansion from a market they know well. US strategic acquirers are increasingly active in technology and business services. Scandinavian buyers have built significant Polish presences in financial services, retail, and consumer goods.
The valuation gap between Polish businesses and equivalent Western European or US peers has narrowed considerably as buyers have become more comfortable with Polish market risk — but in many sectors it still exists, and the right process design can capture a premium by generating competitive tension across buyer pools that would not otherwise be in dialogue simultaneously.
Key sectors driving Warsaw M&A
Warsaw's economy spans technology, financial services, business services, consumer, manufacturing, and real estate. Here is what buyer appetite looks like across each sector in 2026.
Technology & Software
Warsaw has emerged as one of Europe's most significant technology hubs, underpinned by a deep engineering talent pool, a strong tradition of mathematical and computer science education, and a cost base that is meaningfully below Western European peers. B2B SaaS, IT services, software development outsourcing, and cybersecurity businesses are among the most active M&A targets in the Polish market. US and Western European strategic acquirers are consistently the most active buyers — acquiring engineering capability and recurring revenue at multiples that remain below equivalent Western European or US businesses.
Financial Services & Fintech
Poland has one of Europe's most developed banking markets relative to GDP — PKO BP, Santander Poland, mBank, and BNP Paribas Poland represent a sophisticated financial services landscape. The Warsaw Stock Exchange (WSE/GPW) is Central Europe's largest equity market and provides an exit route and valuation reference point for larger businesses. Polish fintech is genuinely innovative: the country has produced several internationally recognised payments and digital banking businesses. KNF (Komisja Nadzoru Finansowego) regulation follows EU frameworks, which provides familiarity for Western buyers.
Business Process Outsourcing & Shared Services
Warsaw and its surrounding region host a substantial concentration of business process outsourcing and shared services centres — finance, accounting, HR, IT support, and customer operations. This sector has been built over two decades on Poland's combination of EU membership, skilled multilingual workforce, and competitive cost base. BPO businesses themselves are active M&A targets: global outsourcing groups and PE funds with business services mandates are consistent acquirers. Scale and client contract duration are the primary valuation drivers.
Retail & Consumer
Poland's 38 million population and sustained GDP growth have created one of Europe's most attractive consumer markets. Polish retail, e-commerce, and branded consumer goods businesses attract strong buyer interest from both pan-European strategic acquirers and private equity groups. The Polish consumer market is less penetrated by international brands in many categories than Western European markets, which creates acquisition logic for groups seeking to establish or consolidate positions before market saturation.
Manufacturing & Logistics
Poland is a significant European manufacturing location — automotive components, home appliances, food processing, and industrial goods are all produced at scale. Warsaw-based manufacturing and logistics businesses benefit from proximity to major German OEM and industrial customers. The logistics sector has seen rapid growth driven by e-commerce and Poland's role as a European logistics hub between Western Europe and CEE markets. German and Austrian industrial groups are among the most active strategic acquirers of Polish manufacturing businesses.
Real Estate & Commercial Property
Warsaw has one of Central Europe's most liquid commercial real estate markets. Office, logistics, and retail property assets have attracted significant institutional capital from pan-European real estate funds and global investors. Real estate services businesses — property management, facilities management, real estate consulting — see consistent consolidation as international groups build Polish platforms. The market has matured substantially since Poland's EU accession, and Warsaw office rents and yields are now broadly comparable to second-tier Western European markets.
Polish-specific considerations when selling your business
Selling a Polish business involves legal, regulatory, and tax considerations specific to the jurisdiction. EU membership means many of these frameworks are familiar to Western buyers — but the Polish-specific procedural requirements need to be understood from the outset.
Polish Corporate Structures: sp. z o.o. and SA
Polish mid-market businesses typically use one of two corporate structures: the spółka z ograniczoną odpowiedzialnością (sp. z o.o.) — the Polish equivalent of a limited liability company — or the spółka akcyjna (SA), a joint-stock company used for larger businesses and those listed on the WSE. Share transfers in an sp. z o.o. require a notarial deed, similar to the Austrian GmbH. The Polish Commercial Companies Code (Kodeks spółek handlowych) governs both structures. Buyers will conduct detailed Polish corporate law due diligence, and ensuring your articles of association and shareholders' agreement are clearly documented is essential pre-process preparation.
KNF Regulation & Change of Control
The Komisja Nadzoru Finansowego (KNF) is Poland's integrated financial regulator, supervising banks, insurance companies, investment firms, and payment institutions. Businesses requiring KNF authorisation are subject to change-of-qualified-shareholding notification requirements under Polish law implementing EU directives. KNF's process follows European frameworks but has Polish-specific documentation requirements and timeline expectations. For non-financial businesses, the Polish competition authority (UOKiK) is the primary regulatory consideration in transactions.
UOKiK Competition Clearance
The Urząd Ochrony Konkurencji i Konsumentów (UOKiK) reviews mergers meeting Polish thresholds: combined worldwide turnover exceeding €1 billion, or combined Polish turnover exceeding PLN 50 million (approximately €12M), with the target having Polish turnover above PLN 10 million. UOKiK has been increasingly active in reviewing transactions — including in the technology sector — and its review timelines should be factored into deal scheduling. For larger transactions, the EU Merger Regulation may apply in place of Polish national review.
Polish Tax — CIT and Exit Taxation
Poland levies corporate income tax at 9% for small taxpayers and 19% for others — among the more competitive rates in the EU. Capital gains on share disposals are generally taxed as income. For individual founders, gains on share disposals are subject to 19% flat rate tax. Poland has introduced exit taxation provisions that can apply where assets or tax residence are transferred outside Poland in connection with a transaction — this requires careful analysis in cross-border structures. Polish transfer pricing rules are well-developed and will be scrutinised by buyers in inter-company transactions.
What Warsaw buyers are looking for right now
Warsaw's buyer market in 2026 is characterised by disciplined PE funds seeking businesses with proven management teams and scalable operations, Western European strategics looking for CEE market access or engineering capability at competitive valuations, and US technology companies acquiring Polish software and IT services businesses as part of broader European expansion. The common thread is quality: buyers have seen enough of the Polish market to distinguish genuinely excellent businesses from those that merely benefit from the growth environment.
Demonstrated scalability beyond Poland
Polish businesses that have successfully entered neighbouring markets — Germany, Czech Republic, the Baltics, Romania — are valued significantly above those confined to the domestic market. Buyers are acquiring a platform for regional expansion, not just Polish revenues. Even early-stage international presence signals management capability and product-market fit beyond one country.
Engineering talent and retention
For technology businesses, the quality, depth, and retention of engineering talent is a primary diligence focus. Poland's engineering talent pool is a key acquisition rationale — but buyers want to see that talent is retained, compensated appropriately, and not at risk of departure post-close. Employee stock option structures and long-form employment agreements are increasingly relevant in Polish tech M&A.
Management depth below founder level
A recurring challenge in Polish mid-market M&A is founder dependency. Businesses that have invested in management development — with a capable CFO, head of sales, and operational leadership team below founder level — command materially better outcomes. PE buyers in particular require this as a prerequisite for investment thesis execution.
Clean financial reporting in line with EU standards
Polish GAAP (Ustawa o rachunkowości) financial statements are acceptable to most buyers, but businesses that have adopted IFRS or prepared management accounts reconciling Polish GAAP to EBITDA in a format familiar to Western buyers are meaningfully easier to diligence. Gaps in financial reporting quality are consistently cited by buyers as a reason for valuation discounts or extended diligence timelines.
Considering selling your Warsaw business?
We offer an initial confidential consultation at no charge and without obligation. We will give you an honest assessment of what your business is likely worth in the current market, what a sale process would look like, and whether the timing is right. If it is not the right time, we will tell you that too.