A Milan-based entrepreneur had identified a mixed-use building in Warsaw's Praga district. The price was attractive. The seller was motivated. On paper, the transaction looked simple. In practice, the path from signed letter of intent to notarial deed took six months and required resolving three separate legal complications that the buyer had not anticipated at the outset.

Italian nationals who are citizens of a European Union member state may purchase most types of property in Poland without a permit from the Minister of Internal Affairs and Administration. Agricultural and forest land remains subject to a separate statutory regime, with a five-year ownership threshold applying in certain cases. The National Court Register (Krajowy Rejestr Sądowy, KRS) and the Land and Mortgage Register (Księga Wieczysta) are the two core public registries that any buyer must examine before signing any binding document.

This case study walks through the background of that Warsaw transaction, the legal strategy the team adopted, the procedural steps that followed, and the lessons that apply to any Italian buyer entering the Polish real estate market. The structure follows four stages: background, strategy, process, and transferable lessons.

What was the background to the Warsaw acquisition?

The client – a family holding company registered in Lombardy – had been looking at the Polish market for two years. Poland's residential and commercial sectors had drawn attention from Italian investors seeking diversification beyond the eurozone. The target asset was a four-storey building combining ground-floor retail with upper-floor apartments. The seller was a Polish limited liability company (spółka z ograniczoną odpowiedzialnością, sp. z o.o.).

Three complications emerged during the initial review. First, the land register showed an unresolved mortgage entered by a bank that had since merged with another institution. Second, one commercial lease had been signed for a term exceeding ten years without notarial form, which under Polish civil law affects enforceability against third parties. Third, the building's permitted use classification in the local zoning plan (miejscowy plan zagospodarowania przestrzennego) did not fully match the actual use.

The Italian buyer had previously completed acquisitions in Germany and the Netherlands. Polish procedure felt familiar in outline but differed in important details. The role of the notary in Poland is more expansive than in many Western European systems. The notary drafts and authenticates the deed, verifies the land register, and collects the civil law transaction tax (podatek od czynności cywilnoprawnych, PCC) of 2% on the transaction value. Missing any of these steps forfeits the buyer's ability to register title.

Our team was instructed six weeks after the letter of intent was signed. That timing was tighter than ideal. The due diligence window had already been partially consumed by the buyer's own preliminary review, which had not covered the zoning issue in depth. We had roughly four weeks to complete full legal due diligence and negotiate the preliminary agreement (umowa przedwstępna).

What legal strategy did the team adopt?

We structured the strategy around three parallel workstreams: title clearance, lease regularisation, and zoning risk allocation. Each workstream had a defined owner within the team and a hard deadline tied to the preliminary agreement signing date. The preliminary agreement itself was drafted to include conditions precedent rather than mere representations, giving the buyer a clean exit if any workstream failed.

On title clearance, we contacted the successor bank directly. Under Polish mortgage law, a mortgage entered in the land register remains binding on the property regardless of corporate restructurings on the creditor side. The successor bank confirmed the underlying loan had been repaid. We obtained a formal discharge statement and lodged the application to strike the mortgage from the land register within ten business days – faster than the standard queue because we applied directly at the District Court (Sąd Rejonowy) responsible for the register.

The lease regularisation required a different approach. The defective lease covered the ground-floor retail unit – the building's most valuable income stream. We advised the seller to enter a supplementary notarial addendum with the tenant, converting the agreement into a properly authenticated long-term lease. The tenant agreed within three weeks. This preserved the lease's enforceability against the new owner and protected the buyer's projected rental yield.

Zoning risk was the hardest element to resolve cleanly. The building predated the current local plan. Its mixed use was tolerated but not formally confirmed. We secured a written opinion from the relevant borough (dzielnica) planning department confirming that the existing use did not breach any enforcement notice. That opinion is not legally binding on a future authority, but it substantially reduced the buyer's exposure and was accepted by the buyer's Italian lender as sufficient comfort. (We have seen Italian banks request exactly this type of administrative confirmation in similar cross-border transactions.)

We also compared two acquisition structures: direct purchase by the Italian holding company versus purchase through a newly incorporated Polish sp. z o.o. The direct route was simpler and faster. The corporate route offered potential advantages for future disposals and VAT recovery but added three to four months of setup time. Given the seller's timeline, the client chose the direct route. For a comparable analysis covering Dutch buyers, see our guide on real estate acquisition for Netherlands-based investors.

How did the transaction process unfold?

After the preliminary agreement was signed, the transaction moved through four procedural stages over approximately 14 weeks. The PCC tax of 2% was due at the notarial deed stage and was calculated on the contractual price. The buyer wired the full purchase price through a Polish escrow account held by the notary, which is the standard mechanism for protecting both parties during the registration gap.

We secured a reversal of an inflated valuation initially proposed by the tax authority for PCC purposes for the client's holding company in Mazowieckie region (autumn 2025). The authority had sought to substitute the declared price with a higher market estimate. We demonstrated comparable transaction data and the valuation was withdrawn, saving the buyer a material additional tax charge.

The land register application was filed on the day of the deed. Polish land register procedure operates on a queue system. The relevant District Court in Warsaw processed the application within eight weeks – within the standard range of six to twelve weeks for Warsaw registers. During this period the buyer held the property on the basis of the notarial deed, but third-party priority ran from the date of the application, not the deed itself. That distinction matters for any subsequent financing.

One procedural step that surprised the Italian client was the obligation to notify the relevant municipal authority within one month of acquiring certain categories of real property. The building included a portion classified under agricultural use in the cadastral records, even though it sat within city limits. We filed the notification within the deadline. Failure to do so does not void the transaction but triggers an administrative fine. Italian buyers familiar with the Italian catasto system should note that Polish cadastral records and land register entries do not always align – a discrepancy that requires explicit resolution in the deed.

For Italian investors who also face commercial disputes arising from their Polish operations, our separate analysis of dispute resolution for Italy companies doing business in Poland covers arbitration and litigation options in detail.

What lessons apply to Italian buyers entering the Polish market?

Four transferable lessons emerged from this transaction. They apply regardless of whether the asset is residential, commercial, or mixed-use.

  • Instruct legal counsel before signing the letter of intent. The letter of intent creates moral pressure and often contractual obligations. Reviewing the land register and zoning plan at that stage costs a fraction of resolving problems discovered later.
  • Treat the land register as the primary source of title information. Representations from the seller are secondary. Any encumbrance not struck from the register before the deed is signed transfers to the buyer automatically.
  • Verify lease documentation for all commercial tenants. A lease without notarial form for terms exceeding ten years is valid between the parties but loses enforceability against a new owner after ten years – a risk that affects yield projections and asset value.
  • Plan for a six-to-twelve-week registration gap. During this period the buyer owns the asset but the land register has not yet been updated. Financing, insurance, and any onward transaction must account for this window.

Italian buyers should also be aware that FIDIC disputes can arise on development assets where construction works are ongoing or recently completed. Polish construction law and the standard FIDIC conditions interact in ways that are not always intuitive for buyers familiar with Italian contracting practice. Our team includes a FIDIC-accredited adjudicator who has handled over 40 construction disputes in Poland. For a parallel perspective covering Romanian buyers facing similar issues, see our guide on buying property in Poland as a Romanian national.

The Warsaw transaction closed successfully. The buyer registered title, the mortgage was struck from the register, and the commercial lease was confirmed as enforceable. The total elapsed time from our instruction to registration was approximately 22 weeks – longer than anticipated but within the range that Polish market conditions make realistic for assets with pre-existing title complications.

What to prepare before signing:

  • Current land register extract (odpis z księgi wieczystej) showing all entries and encumbrances
  • Local zoning plan extract or planning certificate confirming permitted use
  • Copies of all lease agreements, including any addenda, for commercial units
  • Seller's corporate documents confirming authority to dispose of the asset
  • Preliminary tax advice on PCC, VAT treatment, and acquisition structure

Every Italian buyer's situation carries specific risks that a general guide cannot fully address. The combination of title history, zoning classification, lease structure, and acquisition vehicle determines where exposure concentrates. Identifying that exposure before the preliminary agreement is signed – not after – is what determines whether the transaction closes on time and on budget.

To receive an expert assessment of your Polish real estate acquisition, contact info@kordeckipartners.com.

Frequently asked questions

Q: Do Italian nationals need a permit to buy property in Poland?

A: As EU citizens, Italian nationals are generally exempt from the permit requirement that applies to non-EU buyers. The exemption covers residential and commercial real estate. Agricultural and forest land outside city limits may still require compliance with the Agricultural Property Act, including a five-year farming requirement or approval from the National Agricultural Support Centre (Krajowy Ośrodek Wsparcia Rolnictwa, KOWR). Legal advice specific to the land classification is recommended before signing any agreement.

Q: How long does the full acquisition process take, and what does it cost?

A: For a straightforward transaction without title complications, the process from due diligence to land register registration typically takes three to five months. Complex assets – those with encumbrances, lease issues, or zoning questions – add two to four months. The main cost items are the notarial fee (scaled to transaction value), PCC tax at 2% of the purchase price, and legal advisory fees. VAT at 23% may apply instead of PCC if the seller is a VAT-registered entity and both parties opt into the VAT regime.

Q: Is it a misconception that the notarial deed alone proves ownership in Poland?

A: Yes. The notarial deed is necessary but not sufficient. Under Polish property law, ownership of real estate is constituted by entry in the land register, not by the deed alone. Until the registration is completed, the buyer holds the asset on the basis of the deed but is not yet the registered owner. Third parties acting in good faith reliance on the land register are protected. This gap – between deed and registration – is the period of highest risk for the buyer and must be managed through escrow, insurance, and contractual protections.

KORDECKI & Partners is a law firm based in Warsaw and Krakow, advising business clients across 30 jurisdictions. Our team combines expertise in Polish and international law with a practical approach to real estate acquisition, development, and dispute resolution. We work with Polish entrepreneurs, foreign investors, and in-house legal teams. To discuss your situation, contact info@kordeckipartners.com.

Disclaimer: This publication is provided for informational purposes only and does not constitute legal advice. The information herein should not be relied upon as a substitute for professional legal counsel tailored to your specific circumstances. KORDECKI & Partners assumes no liability for actions taken or not taken based on the contents of this material. For advice regarding your particular situation, please contact info@kordeckipartners.com.