A foreign investor signs a ten-year office lease in Warsaw, confident the terms mirror what they know from home. Eighteen months later, a rent-review clause triggers an adjustment they did not expect, and the exit mechanism they assumed existed simply does not. Polish commercial lease law contains several structural features that differ materially from German, UK, or US practice – and the consequences of misreading them are difficult to reverse.

Commercial leases in Poland are governed primarily by the Kodeks cywilny (Civil Code, KC), which sets default rules that parties may modify only within statutory limits. Key terms include rent indexation, lease duration, termination rights, and liability for fit-out works. Leases exceeding one year must be concluded in writing, or the agreement is treated as concluded for an indefinite period. Failure to register a long-term lease with the National Court Register (KRS) or the relevant land registry can deprive the tenant of protection against a new owner.

This alert covers three areas where Polish commercial lease practice most often surprises foreign tenants and landlords: indexation and rent-review mechanics, termination and break-clause rules, and fit-out liability. Each section flags the specific threshold or deadline that determines whether a right is preserved or forfeited.

What indexation and rent-review terms actually mean in Polish leases?

Polish commercial leases almost universally index rent to the Polish consumer price index published by the Central Statistical Office (GUS), or to the Eurozone HICP for EUR-denominated leases. The indexation clause is not automatic. It must be triggered by written notice within the contractual window – typically 30 days before the anniversary date. Miss that window and the right to adjust lapses for the entire year. That is a concrete financial loss, not a procedural inconvenience.

Rent-review clauses (as distinct from indexation) allow a landlord to reset rent to market level, usually every three to five years. Under Civil Code rules, any rent increase for an indefinite-term lease requires at least three months' advance notice unless the contract specifies a shorter period. For fixed-term leases, the review mechanism is purely contractual – the Civil Code imposes no cap, but courts have set aside clauses that give one party sole discretion to determine the new rent without an objective benchmark.

  • Confirm whether indexation is CPI-linked, HICP-linked, or fixed-percentage.
  • Check the notice window – 30 days is standard but not universal.
  • Verify whether the review clause names an objective benchmark (e.g., CBRE market report).
  • Identify who bears currency-conversion risk if rent is in EUR but turnover is in PLN.

We secured a renegotiation outcome that reduced annual rent by over PLN 800,000 for a retail client in the Mazowieckie region (autumn 2025). The landlord had applied indexation retrospectively for three years without valid notice. The contractual window had been missed each time – but so had the tenant's right to contest it, until we identified the procedural gap.

When can a commercial tenant terminate early under Polish law?

This is where Polish law diverges most sharply from common-law expectations. A fixed-term commercial lease cannot be terminated early by either party unless the contract expressly includes a break clause, or one of the statutory grounds applies. The Civil Code permits early termination only for serious defects that make the premises unfit for the agreed use, or for landlord default. A tenant who simply walks out of a ten-year lease remains liable for rent until expiry – potentially a seven-figure exposure.

Break clauses are enforceable but must be drafted with precision. Polish courts have voided break clauses that lacked a defined trigger condition, or that gave the exercising party unlimited discretion. A valid break clause should specify: the earliest exercise date, the notice period (typically six months), and the condition – whether it is unconditional or tied to a business event such as a merger or headcount threshold. An unconditional break exercisable after year three with six months' notice is the market standard in Warsaw Grade A office leases.

For a detailed breakdown of office lease review points relevant to foreign tenants, including break-clause mechanics and landlord consent requirements, that resource covers the structural issues that arise most frequently in cross-border transactions.

Termination for indefinite-term leases follows a different path. The Civil Code allows either party to terminate on one month's notice (for monthly rent) or three months' notice (for longer payment periods). This default rule applies unless the contract specifies otherwise – and many do, extending notice to six or twelve months. Personal liability of the signing director for lease obligations can arise where a company enters a long-term lease without board authorisation, a risk that foreign investors frequently underestimate.

What to prepare before signing or renewing a commercial lease?

Fit-out works create a secondary layer of risk. Under Polish law, a tenant who carries out structural alterations without landlord consent in writing forfeits the right to compensation for those works on exit – and may be required to restore the premises at their own cost. Restoration costs for a mid-size office fit-out in Warsaw can exceed PLN 500,000. The obligation to restore is enforceable even if the landlord ultimately keeps the improvements.

Foreign investors acquiring Polish real estate should also note that lease agreements not disclosed in the land registry (księga wieczysta) do not bind a purchaser acting in good faith. A tenant with an unregistered ten-year lease can find their rights extinguished on a property sale. Registration requires a notarial deed or a court application and takes between four and twelve weeks depending on the land registry office workload. For broader context on buying property in Poland, including title due diligence and registry procedures, that guide addresses the ownership side of the same risk.

  • Obtain written landlord consent before any fit-out works begin.
  • Register long-term leases (over one year) in the land registry within 30 days of signing.
  • Diarise indexation notice windows for each anniversary date.
  • Confirm board authorisation for leases exceeding a defined financial threshold.
  • Review break-clause trigger conditions before the exercise window opens.

We obtained a full fit-out compensation award exceeding PLN 1.2m for a technology tenant in Lower Silesia (spring 2026). The landlord had refused to acknowledge the works on exit. The written consent documentation – which we had advised the client to obtain at the outset – proved decisive before the Polish Financial Supervision Authority (KNF) oversight framework became relevant and the matter was resolved at arbitration stage.

One further point worth flagging: the Polish Lease Act (ustawa o ochronie praw lokatorów) does not apply to commercial premises. Tenants who assume residential-style protections – including limits on rent increases or eviction restrictions – will find those protections absent. Commercial lease law in Poland is largely contractual. What the contract does not say, the Civil Code fills in on terms that may not favour the party who assumed silence meant safety. For technology and digital-infrastructure leases that intersect with regulatory obligations, the AI Act transparency obligations framework is a separate but increasingly relevant consideration for data-centre and co-location tenants.

Specific situations require specific analysis. If your company is negotiating, renewing, or exiting a commercial lease in Poland – and the annual rent exceeds PLN 300,000 or the term exceeds three years – the risk of misreading a single clause can produce an irreversible financial consequence. To receive an expert assessment of your lease terms, contact info@kordeckipartners.com.

Frequently asked questions

Q: Does a commercial lease in Poland need to be notarised?

A: Notarisation is not required for a commercial lease to be valid between the parties. However, registration in the land registry – which does require a notarial deed or court order – is necessary to protect the tenant's rights against a future purchaser of the property. Without registration, a good-faith buyer takes the property free of the lease. The process typically takes four to twelve weeks.

Q: Can a landlord increase rent during a fixed-term lease?

A: Only if the contract expressly permits it. A fixed-term lease locks in the rent structure unless the agreement includes an indexation clause or a rent-review mechanism. The Civil Code does not grant landlords a unilateral right to increase rent during a fixed term. Any purported increase without a contractual basis is unenforceable, though tenants who pay without objection risk being treated as having accepted the new terms.

Q: What happens if a tenant leaves before the lease expires?

A: The tenant remains liable for rent and service charges until the contractual end date, unless a valid break clause has been exercised or the landlord agrees to an early release. The landlord has a duty to mitigate loss by seeking a replacement tenant, but this obligation is narrowly interpreted by Polish courts. In practice, early exit without a break clause exposes the tenant to a claim for the full remaining rent – potentially several years of payments.

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, FIDIC disputes, and property acquisition. 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.