On paper, a commercial lease agreement looks like a standard document. In practice, a single overlooked clause – an indexation mechanism, a break option, or a poorly drafted reinstatement obligation – can lock a tenant or landlord into an unfavourable position for years. Polish lease law contains several features that differ materially from Western European norms, and foreign investors routinely underestimate them.
Commercial leases in Poland are governed primarily by the Kodeks cywilny (Civil Code, KC), which sets default rules on rent, termination, and the landlord's right of retention. Parties may contract out of many defaults, but only within limits set by mandatory provisions. Leases exceeding one year must be concluded in writing to be enforceable against third parties, including a buyer of the leased property.
This alert identifies the key terms that drive disputes, flags the clauses most likely to create irreversible exposure, and sets out the immediate steps tenants and landlords should take before signing or renewing a commercial lease in Poland.
What are the most contested clauses in a Polish commercial lease?
The answer depends on the asset class, but three provisions generate the majority of disputes: rent indexation, the landlord's right of retention (prawo zatrzymania), and reinstatement obligations at lease end. Each carries specific financial exposure. Indexation clauses tied to the consumer price index can increase annual rent by double digits in a high-inflation year. The landlord's statutory right of retention allows seizure of a tenant's movable assets – including IT equipment and stock – to secure unpaid rent, without a court order.
Reinstatement obligations are frequently underestimated. A tenant who has fitted out a 1,000 sq m office space may face a contractual obligation to restore the premises to shell-and-core condition within 30 days of lease expiry. The cost can reach PLN 500,000 or more for a mid-size fit-out. Courts have upheld such clauses even where the landlord intended to re-let the space immediately and suffered no actual loss.
Break options deserve equal attention. Polish law does not imply a statutory break right in fixed-term leases. A tenant locked into a five-year term without a negotiated break clause has no unilateral exit short of demonstrating a material breach by the landlord. The National Court Register (KRS) records show that lease-related commercial disputes are among the most frequently litigated property matters in Polish district courts.
- Indexation: specify the index, the cap, and the notice period for each adjustment
- Retention right: consider waiving or limiting the landlord's statutory right by contract
- Reinstatement: define the standard of reinstatement and whether it is landlord-optional
- Break option: agree the notice period (typically 6–12 months) and any penalty payment
- Security deposit: Polish law imposes no statutory cap – negotiate the amount and return timeline
We secured a renegotiation of a reinstatement clause that had exposed a retail tenant to liability exceeding PLN 800,000 for a client in the Małopolska region (winter 2025). The revised wording shifted the reinstatement obligation to a landlord election, reducing the tenant's exposure to zero.
Who is affected and what should you do before signing?
Any party entering, renewing, or assigning a commercial lease in Poland faces these risks. Thresholds matter: leases for premises above 500 sq m in major urban centres typically involve bespoke negotiation, while smaller leases often use landlord-standard forms that heavily favour the owner. Foreign investors – particularly those unfamiliar with the Civil Code's default rules – are most exposed, because standard international lease templates do not map onto Polish statutory provisions.
The Polish Financial Supervision Authority (KNF) and the Office of Competition and Consumer Protection (UOKiK) both monitor unfair contract terms in commercial contexts, though their enforcement focus has historically been on consumer contracts. For purely commercial leases, the Civil Code's general provisions on unfair clauses in adhesion contracts (wzorzec umowny) provide limited but real protection where one party is a small or medium enterprise.
Timing is the critical variable. Once a lease is signed, renegotiation requires landlord consent. A tenant who identifies a problematic clause after execution has three realistic options: negotiate an amendment, invoke a statutory ground for termination (a high bar), or accept the exposure. The first option is far cheaper. A real estate lawyer Warsaw-based or otherwise should review the draft before execution, not after. For guidance on broader property acquisition structures, see our guide to buying property in Poland as a Czech Republic national, which addresses ownership and title issues relevant to investors entering the Polish market.
Spatial planning status also affects lease value. A premises located in a zone subject to reclassification under the new spatial planning framework may lose permitted use during the lease term. Tenants should verify zoning status before signing leases longer than three years. Our analysis of spatial planning and zoning rules in Poland sets out the current framework in detail. For clients operating in regulated sectors, compliance obligations – including those addressed in our anti-corruption compliance framework under Polish law – may also affect lease structuring, particularly where public procurement rules apply to the leased premises.
We obtained a full revision of a landlord-standard lease for a German investor's logistics subsidiary in Lower Silesia (spring 2026), including a negotiated break option at month 36 and a capped reinstatement obligation of PLN 150,000 – against an initial draft that imposed unlimited reinstatement liability.
Your immediate action checklist before executing a commercial lease in Poland:
- Obtain a legal review of the draft at least 10 business days before the proposed signing date
- Verify the property's land and mortgage register (księga wieczysta) for encumbrances and third-party rights
- Confirm zoning and permitted use with the relevant local authority (gmina)
- Negotiate break options, indexation caps, and reinstatement standards before execution
Specific lease terms create irreversible exposure once signed. A 30-day reinstatement deadline, an uncapped indexation clause, or a missing break option cannot be corrected unilaterally after execution – and litigation to escape them is costly and uncertain.
To receive an expert assessment of your commercial lease terms before signing, contact info@kordeckipartners.com.
Frequently asked questions
Q: Does Polish law allow a landlord to terminate a fixed-term commercial lease early?
A: Under the Civil Code, a fixed-term lease may be terminated early only on grounds expressly agreed in the contract or on statutory grounds – such as the tenant's persistent breach of obligations. A landlord who terminates without a valid contractual or statutory basis faces a damages claim for the full remaining rent. The statutory grounds are narrowly interpreted by Polish courts.
Q: How long does a landlord have to return the security deposit after lease expiry?
A: Polish law sets no statutory deadline for deposit return in commercial leases. The return period is entirely contractual. In practice, landlords often retain deposits for 30 to 60 days to assess reinstatement compliance. Tenants should negotiate a specific return deadline – ideally 14 days after handover – and a penalty for late return to avoid protracted disputes.
Q: Is a verbal commercial lease valid in Poland?
A: A verbal lease is valid between the parties for terms up to one year. For leases exceeding one year, written form is required for the agreement to be binding on a third-party purchaser of the property. Without written form, a buyer of the leased premises is not bound by the lease and may terminate it on statutory notice – a significant risk for tenants in long-term occupancy.
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 negotiation, and FIDIC 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.