A Munich-based logistics company signs a five-year lease for a Warsaw distribution centre. Six months in, the landlord raises the rent by 18 percent and invokes an indexation clause the tenant's team never fully analysed. The dispute costs more than the original legal review would have. Commercial leases in Poland follow rules that differ materially from those in Germany, France, or the United Kingdom – and the gaps tend to surface at the worst possible moment.
Polish commercial lease law is governed primarily by the Kodeks cywilny (Civil Code, KC), which sets default rules on rent, duration, termination, and landlord remedies. Parties may deviate from most of these defaults by contract, but only within limits the Civil Code prescribes. A well-drafted lease must address at least five core areas: rent and indexation, duration and break rights, security deposits, permitted use, and fit-out obligations – each carrying distinct legal consequences under Polish law.
This guide walks through each of those areas in sequence. It covers the statutory baseline, common drafting pitfalls, and three business scenarios drawn from manufacturing, IT, and foreign-investor contexts. A checklist and FAQ close the article.
How is rent structured and indexed in Polish commercial leases?
Rent is the central economic term in any Polish commercial lease. Under the Civil Code, parties are free to agree any amount and any payment structure. In practice, Warsaw Grade-A office and logistics leases quote rent in euros, with payment converted to Polish zloty at a reference exchange rate – typically the National Bank of Poland (NBP) rate on the invoice date. This creates currency exposure for tenants whose revenues are in zloty.
Indexation clauses tie annual rent increases to a published index. The most common reference is the Harmonised Index of Consumer Prices (HICP) published by Eurostat. Some landlords prefer the Polish Consumer Price Index published by the Central Statistical Office (GUS). The choice matters: HICP and GUS figures can diverge by two to four percentage points in a single year. A tenant that accepts an uncapped HICP clause may face increases well above local inflation.
Three drafting issues arise consistently:
- Whether indexation applies automatically or requires a written notice from the landlord
- Whether increases are cumulative from the base rent or reset each year
- Whether a cap or collar limits the annual movement
We reversed an indexation dispute for a manufacturing client in the Mazowieckie region (autumn 2025). The lease was silent on notice requirements, and the court held that the landlord had waived three years of accumulated increases by failing to notify the tenant in writing. The recoverable amount exceeded PLN 400,000. Clarity on notice mechanics is not a formality – it is a financial safeguard.
Service charges deserve equal attention. Polish leases typically separate base rent from operating costs. The Civil Code does not define what landlords may recover as service charges, so the lease must enumerate them. An open-ended "costs of managing the building" clause has been used to pass on capital expenditure items that tenants did not anticipate.
What are the rules on lease duration and early termination?
Polish law distinguishes between definite-term and indefinite-term leases. A definite-term lease runs for a fixed period and, unless the parties agree otherwise, cannot be terminated early without cause. An indefinite-term lease may be terminated by either party on contractual notice, which the Civil Code sets at one month for commercial premises if the parties have not agreed otherwise. Most commercial leases specify longer notice periods – three, six, or twelve months are standard.
A definite-term lease that runs beyond ten years is automatically reclassified as indefinite-term under the Civil Code. This rule is frequently overlooked in long-term industrial leases. A fifteen-year lease for a Silesian warehouse, drafted without a renewal mechanism, may become terminable on one month's notice after the ten-year mark – unless the parties expressly address this in the contract.
Break rights – contractual options to terminate early – are enforceable in Poland, but must be drafted with precision. Courts have refused to uphold break clauses that failed to specify the exact notice period, the form of notice, or the address for service. A break clause that requires "reasonable notice" without a defined period has been treated as void by some district courts.
The landlord's right to terminate for non-payment is a separate statutory remedy. Under the Civil Code, the landlord may terminate immediately if the tenant is at least two full rent periods in arrears, provided the landlord has first given written notice and allowed the tenant one additional month to pay. The two-period threshold is a default rule – parties may shorten it, but rarely do in tenant-friendly markets.
How should security deposits and guarantees be structured?
A security deposit (kaucja) is the standard landlord protection in Polish commercial leases. The Civil Code does not cap deposit amounts for commercial premises, so market practice governs. Three to six months' gross rent is typical for office space. Logistics and industrial leases sometimes require deposits equivalent to the fit-out contribution the landlord has made – which can reach PLN 2m or more for large facilities.
Deposits must be held in a designated account or returned with statutory interest if the lease ends without damage. Courts have imposed penalties on landlords who commingled deposit funds with operating accounts and could not account for them on termination. A tenant negotiating a large deposit should insist on a separate escrow arrangement.
Bank guarantees are an alternative to cash deposits. They offer landlords stronger security because a guarantee is payable on demand without litigation. For tenants, the cost of a bank guarantee – typically 0.5 to 1.5 percent per annum of the guaranteed amount – must be factored into total occupancy cost. A PLN 500,000 guarantee costs between PLN 2,500 and PLN 7,500 per year.
Corporate guarantees from a parent company are accepted in some transactions, particularly where the tenant is a newly incorporated Polish subsidiary of a foreign group. The guarantee must be governed by Polish law (or include a submission to Polish jurisdiction) to be enforceable without additional recognition proceedings. Foreign investors entering Poland through a subsidiary structure should review this point carefully – the same issue arises when buying property in Poland as a foreign national, where security structures differ from those in Western European markets.
What do permitted use and fit-out clauses require?
A permitted use clause defines what the tenant may do in the premises. Under Polish law, the tenant must use the premises in a manner consistent with the lease agreement and the nature of the property. Breach of the permitted use clause entitles the landlord to terminate the lease without notice if the breach is material and the tenant fails to remedy it within a period set by the landlord – typically fourteen days under standard drafting.
Permitted use clauses in Polish leases range from very specific ("retail sale of clothing and accessories only") to broadly permissive ("any lawful commercial activity"). Tenants should resist overly narrow definitions that prevent sub-letting, change of business model, or assignment to a group company. Landlords, conversely, benefit from specificity in mixed-use buildings where one tenant's activities could affect others.
Fit-out and reinstatement obligations generate significant disputes. Polish leases frequently require tenants to restore the premises to their original condition on exit – a reinstatement obligation that can cost PLN 300,000 or more for a large office floor. Tenants should negotiate a clear definition of "original condition" (typically: shell-and-core, not as fitted out by the previous tenant) and agree a schedule of condition at lease commencement.
We obtained interim measures protecting a German investor's fit-out contribution worth over EUR 1.2m in a Lower Silesia logistics park dispute (spring 2026). The landlord had purported to forfeit the fit-out works as fixtures upon the tenant's insolvency. The court held that the tenant's fixtures remained tenant property until formal surrender. Documentation of fit-out ownership at the outset was decisive.
What are the most common mistakes and how can they be avoided?
Three business scenarios illustrate where Polish commercial lease negotiations go wrong – and what corrective steps look like in practice.
A Warsaw IT company took a five-year office lease with an automatic HICP indexation clause and no cap. In year three, cumulative inflation pushed the annual increase to 14 percent. The company had no contractual right to terminate early. Renegotiation succeeded only because the landlord preferred a reduced rent to vacancy – but the tenant had no leverage. A 5-percent annual cap or a market-review mechanism would have preserved optionality.
A Małopolska manufacturing group assigned its lease to a subsidiary without obtaining the landlord's written consent, as required by the assignment clause. The landlord treated the assignment as a breach and served a termination notice. The group spent four months in litigation before a settlement was reached. Assignment and sub-letting provisions should be reviewed before any group restructuring.
A foreign investor in Pomerania relied on a lease that had been in place for eleven years without renewal. Under the Civil Code's ten-year reclassification rule, the landlord successfully argued the lease had become indefinite-term and served three months' notice to terminate. The investor lost a strategically located facility with only ninety days to relocate. Lease audits – particularly for real estate tax reclassification disputes and tenure risk – should be conducted before any acquisition or refinancing.
What to prepare before signing a Polish commercial lease:
- A certified translation of the lease into the tenant's working language, with a legal commentary on non-standard clauses
- A schedule of condition, signed by both parties and appended to the lease
- Written confirmation of the landlord's title or authority to lease (extract from the Land and Mortgage Register, Księga Wieczysta)
- A copy of the building permit and occupancy permit for the premises
- Confirmation that the premises are not subject to any mortgage enforcement or insolvency proceedings affecting the landlord
Digital compliance obligations are increasingly relevant for tenants operating in regulated sectors. A financial-services tenant, for example, must ensure its lease and data-processing arrangements in the premises comply with ICT risk management requirements – a point addressed in our analysis of DORA ICT risk management for Polish entities. The real estate lawyer Warsaw-based tenants engage should coordinate with sector-specific counsel on these points.
Specific performance of lease obligations is an underused remedy. Polish courts can order a landlord to deliver possession, carry out agreed works, or refrain from interfering with the tenant's quiet enjoyment. The remedy is available where damages would be an inadequate substitute – which is often the case for a tenant that cannot easily relocate. Personal liability of directors for fraudulent misrepresentation in lease negotiations is also available under general tort law, though rarely pursued.
Frequently asked questions
Q: Can a Polish commercial lease be terminated before its fixed term expires?
A: Early termination of a definite-term lease is only possible if the contract includes an express break clause, or if one party has materially breached the agreement. The Civil Code does not provide a general right to terminate for convenience during a fixed term. Tenants should negotiate break rights at the outset – typically exercisable after years two or three, with six months' notice and sometimes a break penalty of three to six months' rent.
Q: How long does it take to register a commercial lease in Poland, and is registration mandatory?
A: Registration of a commercial lease in the Land and Mortgage Register (Księga Wieczysta) is not mandatory but is strongly advisable for leases exceeding two years. An unregistered lease does not bind a purchaser of the property, who may terminate it on three months' notice. Registration takes between four and eight weeks at the relevant district court. The fee is PLN 200 per application.
Q: Is it a common misconception that Polish law automatically protects commercial tenants from eviction?
A: Yes. Unlike residential tenancies, commercial leases in Poland receive no statutory anti-eviction protection beyond the procedural requirements for termination. A landlord who follows the correct notice procedure may recover possession without a court order for eviction. Tenants who believe they are protected simply by paying rent are exposed to termination risk if any other lease obligation is breached. Legal review of the termination provisions is essential before any default situation arises.
The specific circumstances of your lease – whether you are a buy property Poland investor, a Polish company expanding operations, or a foreign group entering through a subsidiary – require individual analysis. Relying on standard-form leases without review forfeits negotiating leverage that cannot be recovered after signing.
To receive an expert assessment of your commercial lease terms or to discuss a lease negotiation strategy, contact info@kordeckipartners.com.
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 commercial real estate, lease negotiations, and construction disputes. 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.