Poland

GESSEL has significantly strengthened its Competition and consumer law team, further developing one of the most experienced regulatory practices on the Polish market. Three highly regarded lawyers – Dr Monika Bychowska, Maria Mrówka, and Elżbieta Witkowska-Grochowalska – have just joined the team led by Partner Bernadeta Kasztelan-Świetlik. The new team members bring many years of experience gained both at the Office of Competition and Consumer Protection (UOKiK) and at Instytut Prawa Konkurencji, a boutique outfit cofounded by them after leaving the former. Onboarding of these three lawyers ensures the continuation of services previously provided to Instytut Prawa Konkurencji clients within GESSEL’s structures. This guarantees uninterrupted legal support and access to a team that has been setting advisory standards in competition and consumer law for years. The new seven-member GESSEL team combines unique regulatory experience with transactional and litigation expertise. The firm’s lawyers support clients not only in antitrust proceedings and merger control cases, but also in consumer law compliance audits, day-to-day regulatory advice, and during dawn raids conducted by UOKiK. Against the backdrop of increasing proactiveness and hard-line enforcement on the part of the competition authorities, such support has become a key element of effective legal risk management. “The inbound transfer of three highly experienced and market-recognised experts means that the team led by Bernadeta Kasztelan-Świetlik, formerly a long-standing Vice President of UOKiK, has become one of the strongest competition and consumer law practices on the Polish market. This move also strengthens our transactional support, demand for which has been growing significantly. This is reflected, for example, in the 2025 Mergermarket ranking, where we placed third in terms of the number of transactions advised on,” said Marcin Macieszczak, Managing Partner at GESSEL. Dr Monika Bychowska specializes in Polish and EU competition law and consumer law. Her experience covers cases involving competition-inhibiting agreements, abuse of dominant market position, merger control, and interactions between business enterprises and competition authorities. She has worked on highly complex matters, including systemic and cross-border cases, in both regulated and private markets. Between 1998 and 2009, she was associated with the Polish Office of Competition and Consumer Protection (UOKiK), including serving as Director of the Competition Protection Department from 2005 to 2009. Maria Mrówka specializes in competition and consumer protection, including proceedings concerning practices infringing collective consumer interests, anticompetitive agreements, and abuse of dominant market position. She has extensive experience in complex administrative and court proceedings, including cases before the Court of Competition and Consumer Protection, courts of appeal, and the Supreme Court. She has also worked on merger control cases. Her clients have included entities from both the private and public sectors. From 1996 to 2009, she worked at the Office of Competition and Consumer Protection. In 1999, she was appointed Deputy Director and, in 2005, Director of the Warsaw branch of the Office of Competition and Consumer Protection. Elżbieta Witkowska-Grochowalska specializes in competition and consumer law. She has extensive experience in assessment of anticompetitive practices and merger control. She has been involved in complex administrative and court proceedings, including cases before the Court of Competition and Consumer Protection, courts of appeal, and the Supreme Court. Between 1998 and 2009, she worked at the Polish Office of Competition and Consumer Protection, serving as Head of the Communications and Media Division and, as of 2004, as Deputy Director of the Competition Protection Department. “We are developing our practice in a way that directly addresses our clients’ real challenges. The intensity of antitrust and consumer enforcement requires experience which cannot build on theory only. That is why combining the competencies of the GESSEL team with the achievements of Instytut Prawa Konkurencji is a natural step. Equally important is the fact that we are welcoming fantastic people who bring energy, trust, and a shared commitment to quality,” said Bernadeta Kasztelan-Świetlik, Partner at GESSEL and Head of the Competition and consumer law practice. The latest strengthening forms part of GESSEL’s long-term growth strategy. For over 33 years, the firm has continuously provided legal services on the Polish market. Its team of more than 100 experts currently works across more than 20 practice areas, delivering comprehensive advice on the most complex legal and business projects. Contact: Adriana Niecko Director of Social Media and Events +48 22 318 6901 [email protected] About GESSEL: For over 30 years, GESSEL law firm has been a trusted partner for the business community both in Poland and internationally, offering a client-centric approach which adapts legal services to unique needs. By supporting clients at every stage of their company’s journey, from initial investments and day-to-day operations, through to strategic growth, tax structuring, and dispute resolution, GESSEL has earned a reputation as a comprehensive legal advisor committed to delivering efficiency and success. Drawing on extensive experience across various sectors – including finance, construction, real estate, food and beverage, transportation, retail, pharmaceuticals, energy, and IT – the firm is well-equipped to address the most demanding business matters, but also high-stakes litigation and complex arbitration proceedings. This versatility is reflected in GESSEL’s consistent presence at the top of both national and international legal rankings, underscoring the enduring trust its clients place in its expertise. A nearly 100-member team is renowned for delivering practical legal solutions that safeguard client interests, while also driving their projects forward with speed and precision. By combining multidisciplinary knowledge with a deep understanding of the business world, GESSEL ensures that every client benefits from comprehensive advice that supports their vision for success. Detailed information, including achievements and ranking positions, is available at www.gessel.pl.

National e-Invoicing System (KSeF) The National e-Invoicing System (KSeF) is a centralised system designed for issuing, sending, receiving and storing invoices. Beginning from 1 February 2026, it will gradually become mandatory for all businesses in Poland. The main idea behind KSeF is to fully digitalize the circulation of invoices and limit the number of ways in which they may be issued. From the moment it comes into place, invoices will, as a rule, only be considered valid and effectively delivered if they are sent and registered with the use of KSeF. Consequences for the contractual practices of businesses Ensuring a company’s compliance with the requirement of the universal use of the National e-Invoicing System turns out to be a task not only for finance but also for sales and purchasing departments. This is because the general change in invoicing rules will have a significant impact on the contractual practices of organisations, including, among others: the method of calculating the payment deadline, definition of the method and form of invoice delivery in the contract, contractual provisions setting out specific requirements for the content of an invoice, obligations to deliver attachments relating to an invoice and their identification. The time of receipt of an invoice in KSeF and payment deadlines As stated at the beginning, KSeF invoices will be considered effectively delivered as soon as they are registered in the system. Even though businesses will continue to be able to send each other documents with the content of the invoice (e.g. in PDF format), these will be just for ‘visualisation’ purposes. The invoice issued and delivered via KSeF will still be the only one that is binding and significant from the legal point of view. The above rule considerably alters the way payment deadlines are calculated, where the time limit begins to run from the date of delivery of the invoice (e.g. ‘... payable within 14 days of delivery of a correctly issued VAT invoice to the Buyer’). This is because, beginning from 1 February 2026, the deadlines will be calculated from the date of registration of the invoice in the KSeF system, irrespective of whether or not, and when, the ‘invoice visualisation’ is delivered by other means. Nevertheless, the method of calculating payment deadlines is not something over which the parties to the contract have no control. They can still agree on the starting point for calculating the payment deadline (e.g. the time of delivery of the ‘invoice visualisation’ or other accompanying documents). This, however, requires changes to the existing contracts and to the contract templates on the basis of which contracts will be concluded in the future. Special contractual provisions regarding the content as well as method and form of delivery of documents relating to an invoice Many businesses have special requirements as to the content of invoices delivered to them by their trading partners. In addition to the data specified by generally applicable laws, such invoices must also include the reference number of the contract from which the amount due arises, the purchase order numbers, or the cost centre identification. The format of invoices issued via KSeF will still allow such data to be entered, but it will be difficult to correct them if necessary. For this reason, it becomes even more important to clearly specify in the contract what data are to be included on the invoice and whether their absence means that the invoice has been issued incorrectly, i.e. that a corrective invoice is required. Irrespective of the content of an invoice, due to organisational requirements or the nature of the contract, it is often necessary to submit certain documents (e.g. statements, reports or confirmations) together with the invoice. Although KSeF will enable the issuance of the so-called ‘invoices with attachments’, their practical application may be limited (e.g. due to the required format of the attachment, i.e. XML). In view of this, organisations will face the challenge of specifying in more detail in the contract how exactly such attachments are to be delivered and linked to the invoice, and, very importantly, of determining the relationship between the time of delivery of the attachments and the invoice payment deadline. In consequence, in the case of more complex requirements regarding the content of an invoice and the documentation delivered with it (which frequently determines its correctness), the parties to the contract may agree on a procedure where the content of the invoice to be issued in KSeF is agreed and approved beforehand. Invoices for foreign trading partners A relation with a foreign trading partner, who is not required to use KSeF, does not release a Polish business from the obligation to issue an invoice in the system. The invoice should still be generated and registered in KSeF, and the only thing that changes is the method of its delivery, as it will be delivered as a ‘visualisation’ in a manner agreed with the trading partner in the contract. With this in mind, it is a good idea to consider including provisions in contracts with foreign partners that comprehensively describe the rules for issuing invoices in Poland and delivering their ‘visualisation’ to a trading partner. It is worth noting here that for a Polish business it is always the invoice registered in KSeF that is the binding accounting document, regardless of the content of the ‘visualisation’ delivered to a foreign partner. Invoices issued outside the system (the so-called offline mode) The regulations governing the National e-Invoicing System allow, under certain conditions (e.g. in the event of network problems or KSeF failure), invoices to be issued outside the system, subject to their subsequent registration in KSeF (the so-called offline mode). As in the case of contracts with foreign partners, it is advisable to consider setting out rules in the contract for the issuance and delivery of invoices in offline mode, including the determination of liability for inconsistencies between an invoice delivered outside the system and the one registered in KSeF, as well as liability for the consequences of delays in registering an invoice in KSeF after the failure has been rectified. Adapting contract templates to the requirements of specific organisations The areas of potential contractual arrangements proposed above are only examples of what a specific organisation may expect from the invoicing process. In order to comprehensively define the requirements of a business, it will be important for its finance and purchasing departments to cooperate in working them out. It cannot be ruled out that, due to an organisation's standards and the nature of contracts it enters into, no major alteration to its current contractual practices will be necessary or, quite the contrary, there will be a need for a radical change and the development of new organisational standards. If you have any questions or concerns, or if you are simply wondering what your first step should be regarding your organisation's contractual standards, please do not hesitate to contact us.

On 16 December 2025, the Polish Government Legislation Centre published a draft law on strengthening the enforcement of the right to equal pay for men and women for equal work or work of equal value. The law implements in Poland Directive (EU) 2023/970 of the European Parliament and of the Council, known as the ‘equal pay and pay transparency directive’. The planned regulations are in line with the proposed key provisions announced in late November/ early December, and their main objective is to eliminate the gender pay gap. According to Eurostat data, in 2023, this gap in Poland was 7.8%, i.e. less than the EU average of 12.0%. The draft law imposes new requirements on employers and broadens the scope of employees' rights relating to pay equality and transparency. In addition, the powers of state authorities that supervise the implementation of the equal pay principle will be increased. The key issues covered by the draft law include: the obligation to conduct a job evaluation and determine categories of employees on the basis of criteria adopted by the employer, transparency in determining pay levels and pay progression, the obligation for employers to prepare a pay gap report (mandatory for employers with at least 100 employees) and submit it to the monitoring body (every three years for employers with 100 to 249 employees, and every year for employers with at least 250 employees), the obligation for employers to take remedial action when the gender pay gap in any category of employees is at least 5% and is not justified by objective, gender-neutral criteria, the obligation to conduct a joint pay assessment with the trade union or employees’ representatives if the pay gap in any category is at least 5%, the employer cannot justify it on the basis of objective criteria and does not eliminate the difference within 6 months; this obligation will apply to employers with at least 100 employees, the appointment of new national bodies (a monitoring body, an equality body) and granting new powers to the National Labour Inspectorate, a more precise definition of the rights of employees with respect to whom the employer has violated the rights or obligations relating to the principle of equal treatment in employment in terms of the right to equal pay, irrespective of gender, penalties (a fine ranging from PLN 3,000 to PLN 50,000) for, e.g., failure to conduct a job evaluation, lack of access to information on the criteria for determining employees' pay, failure to provide information to employees, failure to comply with reporting obligations, lack of the joint pay assessment, failure to implement remedial measures, introduction of a prohibition on disclosure of pay in contracts. Before the new regulations come into force, we recommend that employers take steps to ensure their employee documentation meets the new requirements in Poland, i.e.: Review their internal employment law regulations (remuneration rules, work rules) and contracts of employment for compliance with the provisions on equal pay and pay transparency. Describe transparent pay and promotion systems and principles in their internal employment law regulations. Prepare procedures and document templates needed for the employees to obtain information referred to in the provisions on equal pay and pay transparency. According to the draft law, the planned solutions will come into force in Poland on 7 June 2026. Should you have any questions, please do not hesitate to contact Wiewiórski Legal.

KWKR had the pleasure of advising all shareholders of Addepto in the process of selling the company’s shares to KMS Technology, backed by the private equity fund Sunstone Partners. The transaction represents an important milestone, concluding nearly five years of intensive cooperation and investment. As part of the services provided, KWKR advised on the comprehensive preparation and execution of the transaction. Thanks to the effective collaboration of the team, the process was carried out efficiently and securely for our client, contributing to the successful closing of the transaction. The transaction was led by partner Paulina Opiełka and senior associate Aleksander Bobrowski. The team also included associate Kamil Stengert (corporate) and associate Weronika Szachniewicz (intellectual property). The buyer was represented by Dentons and Choate, Hall & Stewart LLP. One of the company’s shareholders was Grape Up, which invested in Addepto nearly five years ago. During this period, also with the involvement of KWKR experts, the company worked closely with the Addepto team, helping to build organizational structures, scale products and services, and acquire corporate clients. For Grape Up, the transaction marks a new chapter. The company continues to expand its capabilities in AI and deepen its industry expertise in the automotive, manufacturing, financial and aviation sectors, while also actively seeking new investment opportunities in technology product companies—particularly in areas such as cybersecurity and medtech. Once again, KWKR has confirmed its expertise in effectively supporting investment transactions in the technology sector, contributing to the development of the innovative business ecosystem in the Polish market.     Bogdan Setlak Marketing specialist [email protected] +48 504 034 729