Jarek Ruminski
Market Entry
Acquiring a company in Poland can give a Nordic business something that a greenfield market entry cannot easily provide: customers, employees, local credibility, supplier relationships and years of accumulated market knowledge from day one.
It can also give you a collection of problems nobody mentioned in the first presentation.
That is why acquiring a company in Poland should never be treated as simply a financial transaction. You are buying a functioning organisation with its own history, relationships, expectations and ways of making decisions.
For Nordic buyers, Poland offers an increasingly interesting combination of scale, industrial capability, skilled employees and proximity. Poland's real GDP grew by 3.6% in 2025, after 3.0% growth in 2024, while Statistics Poland puts the country's population at roughly 37.5 million.
The acquisition market is active too. The M&A Index Poland recorded 330 transactions during 2025, across sectors ranging from technology and manufacturing to healthcare and consumer businesses. Nordic capital is already part of that landscape: Norwegian HitecVision, for example, acquired a 50% stake in Polska Grupa Biogazowa in a transaction valued at approximately €190 million.
The opportunity is real.
But the difference between buying a Polish company and successfully owning one can be considerable.
The first advantage is obvious: scale.
A Swedish, Finnish, Norwegian or Danish company entering Poland gains access to a domestic market considerably larger than any individual Nordic country. But Poland should not be viewed only as a sales market.
It is also an operational platform.
Polish companies have developed significant capabilities in manufacturing, IT, engineering, business services, logistics, construction, food production and increasingly advanced technology. In the first half of 2025 alone, investment projects supported by the Polish Investment and Trade Agency represented approximately €2.4 billion of declared investment, the agency's strongest first-half result on record.
For Nordic companies, another advantage is geography. Poland can serve both its large domestic market and the wider Central European region while remaining close enough to Scandinavia for practical management interaction.
Gdańsk is not Singapore.
A management team in Stockholm, Copenhagen or Helsinki can actually visit the Polish operation without turning every board meeting into an expedition.
Before looking for acquisition targets, ask the more fundamental question:
Do you actually need to acquire one?
A greenfield operation gives you control. You choose the people, systems, organisational structure, brand and culture. There is no historical baggage.
The disadvantage is that you start with approximately the same number of customers as you have employees on Monday morning: possibly none.
Acquisition is attractive when speed matters.
You acquire an existing customer base, market knowledge, local employees, contracts, suppliers and potentially a recognised brand. If the company has been operating successfully for 15 or 20 years, you are effectively buying 15 or 20 years of learning.
But you also inherit everything that created those results.
That may include outdated systems, dependence on one founder, unusual customer discounts, unresolved employee tensions, informal supplier arrangements or a management structure that makes perfect sense only to the person who created it.
The correct question therefore is not simply:
Can we buy this company?
It is:
Would this company still perform after we own it?
Many attractive Polish SMEs are not publicly advertised for sale.
This is especially true of founder-owned businesses.
The owner may be approaching retirement, looking for an international partner or realising that the company needs additional capital to reach the next stage. But there may be no investment bank running a polished auction process.
Target identification therefore requires more than searching databases.
Start with a clear acquisition thesis.
Define:
Then build a longlist through industry associations, chambers of commerce, advisers, suppliers, customers, local networks and direct research.
The best target is not necessarily the company with the highest EBITDA.
It may be the business with the strongest customer relationships, best engineers, hardest-to-replicate distribution network or management team capable of becoming your platform for Central Europe.
Before launching expensive due diligence, conduct a preliminary strategic evaluation.
Ask what you are really buying.
Is the target attractive because of its customers? Technology? Production capacity? Distribution? Brand? Employees? Licences? Location?
Then test how transferable those assets actually are.
Imagine a Polish engineering company where the founder personally knows the five largest customers and has negotiated every important contract for 20 years.
The financial statements may show a wonderfully stable customer base.
What they may actually show is a wonderfully stable relationship between five customers and one individual.
If that individual leaves six months after closing, your spreadsheet does not attend the customers' next procurement meeting.
This distinction matters enormously.
Financial and legal due diligence tell you whether the numbers and contracts are real.
Commercial due diligence asks whether the business will continue producing them.
Examine revenue quality rather than simply revenue.
Understand:
Talk to customers where the transaction structure allows it.
A company may describe itself as a strategic technology partner while its largest customer considers it a replaceable subcontractor.
Those are two very different valuations.
Commercial due diligence should also test the investment thesis. If the Nordic buyer expects to sell its products through the Polish company's customer base, determine whether those customers actually want them.
A PowerPoint synergy is not yet a synergy.
Management assessment deserves almost as much attention as the financial model.
Ask:
Who actually runs the company?
Not who appears first on the organisational chart.
In founder-led Polish businesses, formal and informal authority can coexist. The sales director may officially control sales while the founder still approves important prices. A production manager may hold enormous internal authority because employees have worked with her for 18 years.
Identify the people employees trust when something goes wrong.
Those individuals may be more important to integration than their job titles suggest.
Also establish what key managers expect after the acquisition.
Do they want to remain?
For how long?
Do they expect greater autonomy, international careers, equity participation or simply reassurance that headquarters will not suddenly move every decision to Stockholm?
These questions belong in due diligence, not in the farewell dinner six months later.
Many acquisition targets will be structured as a spółka z ograniczoną odpowiedzialnością — sp. z o.o., broadly comparable to a limited liability company. Poland also has joint-stock companies, simple joint-stock companies and several partnership structures. Poland's official investment guidance describes the limited liability company as the most popular corporate form used by both Polish and foreign investors.
But legal ownership should not be confused with practical control.
A company might be 70% owned by the founder and 30% by family members who rarely appear operationally. Another may have several shareholders with different expectations about selling, reinvesting or remaining involved.
Review the Krajowy Rejestr Sądowy (KRS), Poland's National Court Register. Corporate registration information and filed financial documents can be accessed through official Polish registry systems. Beneficial ownership information should also be checked through Poland's Central Register of Beneficial Owners; among the statutory indicators are individuals holding more than 25% of shares or voting rights.
Then ask the human question:
Who needs to agree for this transaction to work?
Sometimes that answer is more complicated than the shareholder register.
Acquirers routinely review tax, legal, financial and environmental risk.
Culture is often reviewed through lunch.
That is not enough.
Cultural due diligence should examine how decisions are made, how disagreement is expressed, how employees interact with managers, how information travels through the company and how much authority sits at different organisational levels.
Nordic organisations often emphasise relatively flat structures, delegation, transparency and consultation.
Polish companies vary enormously, particularly across industries, generations and ownership types, but some organisations operate with clearer hierarchy and stronger expectations that senior managers will provide direction and make decisions.
Neither approach is automatically better.
Problems begin when one side assumes its own approach is universal.
A Nordic manager may think:
"I trust the team, so I will let them decide."
A Polish employee accustomed to clearer managerial direction may hear:
"Management does not know what it wants."
Meanwhile, a Polish manager making a quick decision may believe:
"This is my responsibility."
A Nordic headquarters team may wonder:
"Why were we not consulted?"
These are not personality problems.
They are integration risks.
When an acquisition is announced, employees rarely begin by studying the buyer's five-year strategic vision.
They ask:
Will I still have a job?
Will my manager stay?
Will salaries change?
Are they moving functions abroad?
Will English now be mandatory?
Do they understand our business?
Silence from the new owner does not create calm. It creates an information market, and rumours generally have excellent distribution.
Communicate early.
Explain what you know, what has not yet been decided and when employees can expect further answers.
Do not promise that "nothing will change" unless nothing will change.
In an acquisition, something almost always changes.
Employees usually cope better with a difficult truth than with reassurance that becomes visibly false two months later.
For many SME acquisitions, losing five critical employees can destroy more value than missing the purchase price by several percentage points.
Identify key employees before closing.
And do not limit the list to executives.
Your most important person might be the engineer who understands an undocumented production process, the sales manager controlling major customer relationships or the finance specialist who knows why three subsidiaries reconcile their accounts in a way nobody can explain.
Develop retention plans where necessary.
But retention is not only financial.
Key people often want clarity about:
If the buyer behaves as though headquarters has arrived to teach Poland how business works, the strongest employees may be the first people to leave.
They generally have alternatives.
Nordic leadership models often reward participation, autonomy and consensus.
Polish organisations may place somewhat greater emphasis on clearly defined managerial responsibility, speed and visible leadership.
These are tendencies, not rules. A Warsaw technology scale-up can be flatter than a traditional Swedish industrial company.
Still, buyers should test the difference explicitly.
If headquarters expects Polish managers to become more autonomous, explain that expectation.
If major decisions require Nordic consultation, define which ones.
Nothing damages post-merger efficiency faster than employees being told they are empowered and then discovering that a €4,000 decision requires approval from three people in Copenhagen.
Integration requires clarity about where authority actually sits.
The first 100 days should not begin on Day 1.
Planning should start before closing.
Meet employees, customers and key suppliers.
Confirm reporting lines.
Protect critical customer relationships.
Identify immediate operational risks.
Understand what employees are worried about.
And resist the temptation to improve everything immediately.
The Polish company was functioning before you arrived.
Learn why.
Define strategic priorities.
Clarify decision rights.
Agree reporting structures and financial KPIs.
Confirm key management responsibilities.
Start addressing genuine control, compliance or operational weaknesses.
Identify which processes should be integrated and which should remain local.
Begin the highest-value integration initiatives.
Launch agreed commercial synergies.
Implement leadership routines.
Address systems and governance gaps.
Measure employee retention and customer stability.
And communicate progress.
The objective of the first 100 days is not to make the Polish company look exactly like headquarters.
It is to make the combined organisation stronger.
Integration programmes often begin with systems, reporting templates and logos because these things are visible.
Start instead with the acquisition thesis.
If you bought the company for its entrepreneurial speed, do not destroy that speed with twelve new approval layers.
If you bought strong customer relationships, keep the people holding those relationships close to customers.
If you bought technical expertise, make sure engineers spend their first year developing products rather than translating headquarters templates.
Some areas normally require fast alignment: financial control, legal compliance, cyber security, risk management and group reporting.
Other areas may benefit from gradual integration.
Ask a simple question for every proposed change:
Does standardising this create more value than preserving the local model?
Sometimes the correct answer is yes.
Sometimes the best integration decision is leaving something alone.
Several mistakes appear repeatedly in cross-border transactions.
Treating Poland primarily as a low-cost location. Poland's attraction increasingly lies in capability, scale, engineering, technology and market access—not simply labour arbitrage.
Replacing the founder too quickly. If the founder holds customer and employee trust, an orderly transition may be much more valuable than an immediate clean break.
Importing the headquarters model unchanged. What works in Sweden or Denmark was developed for Sweden or Denmark.
Confusing consensus with inclusion. Endless consultation can frustrate a management team waiting for a clear decision.
Assuming English solves cultural differences. Speaking the same language does not mean interpreting authority, feedback or disagreement identically.
Underestimating internal communication. Employees who do not receive information will create their own explanation.
And perhaps the most expensive mistake:
Spending six months investigating the historical EBITDA and six hours investigating the people expected to produce next year's EBITDA.
A cross-border acquisition is not the moment to demonstrate that headquarters can do everything internally.
Polish legal advisers should review transaction structure, corporate documents, contracts, employment issues, regulatory matters and any required competition or investment-control approvals. Tax specialists should examine historical exposures and transaction structure. Financial advisers should test earnings quality, debt, working capital and cash generation.
Depending on the business, you may also need specialists in IT and cybersecurity, environmental liabilities, real estate, intellectual property or sector-specific regulation.
But Nordic buyers should consider another type of adviser as well:
someone who understands both sides of the business culture.
A lawyer can tell you whether the management agreement is valid.
A cultural and integration adviser may tell you whether the management team is likely to stay.
You often need both.
Buying a good company in Poland can provide a Nordic business with something extremely valuable: immediate market presence combined with local knowledge, employees, customers and capabilities.
But a successful acquisition requires more than identifying a target, agreeing a valuation and signing documents.
You need to understand what makes the company work.
Who holds customer trust?
Who really makes decisions?
Which employees cannot easily be replaced?
What does management expect from the new owner?
Which parts should be integrated?
And which parts should be protected?
The best Nordic acquirer is not the company that makes a Polish business Nordic as quickly as possible.
It is the company that combines Nordic strengths with the Polish company's existing strengths—and creates something neither could have built as quickly alone.
Considering an acquisition or market entry in Poland?
Aurixon helps companies navigate the space between Nordic and Polish business environments—from market understanding and cultural due diligence to management alignment and post-acquisition integration. Explore our guides at: Aurixon.io/en/guides.
Because the financial transaction may be completed on closing day.
The real acquisition begins the morning after...
Acquiring a Polish company can look like a remarkably attractive proposition. You gain access to one of Europe’s largest markets, skilled employees, established customers, manufacturing or technical capability, experienced management and a business positioned inside the EU Single Market.
Nordic buyers usually prefer clear, relevant and concise sales presentations that focus quickly on the problem, the value and the next step. A shorter presentation with evidence, practical benefits and room for discussion will often outperform 47 slides of corporate history and adjectives.
A successful Nordic business meeting does not automatically mean a sale—polite interest matters far less than concrete next steps, follow-up questions and internal engagement. Real progress is shown through action: another meeting, a request for details, or a clear move toward implementation.