On paper, a commercial lease in Poland looks like a standard bilateral contract. In practice, the document governs rent escalation, termination rights, fit-out obligations, and security arrangements that can lock a business into unfavourable terms for a decade or longer. A single poorly drafted clause – on index-linked rent or landlord's early termination right – can cost a tenant hundreds of thousands of zloty and foreclose any exit.

Commercial leases in Poland are governed primarily by the Kodeks cywilny (Civil Code, KC), which sets default rules on duration, rent payment, maintenance obligations, and termination. Parties are free to modify most defaults by agreement, which means the negotiated text of the lease – not the statute – determines the commercial outcome. Leases exceeding one year must be concluded in writing to be enforceable against third parties, including a buyer of the leased property.

This guide walks through the key terms in a Polish commercial lease: how each clause works, what the statute provides by default, and where tenants and landlords typically negotiate. The guide covers five areas – duration and renewal, rent and indexation, security instruments, fit-out and reinstatement, and termination – followed by three business scenarios and a practical FAQ.

How does lease duration and renewal work under Polish law?

Polish commercial leases are either fixed-term or indefinite. Fixed-term leases bind both parties for the agreed period – typically three to ten years for office and retail space. The Civil Code allows fixed-term leases for a maximum of 30 years; any agreement purporting to exceed that limit converts automatically to an indefinite lease. For most office transactions in Warsaw, five-year initial terms with one or two renewal options are standard.

Renewal mechanics matter enormously. Unless the lease contains a formal option clause, the tenant has no automatic right to renew. The Civil Code provides a default rule: if a tenant continues to use the premises after expiry without objection from the landlord, the lease converts to an indefinite arrangement. That conversion can be inconvenient for both sides. Landlords lose certainty; tenants lose the protection of a fixed term.

A well-drafted option clause specifies the exercise window (commonly six to twelve months before expiry), the rent level for the new term, and the consequences of missing the deadline. Missing a renewal notice deadline by even one day can forfeit the option entirely – an irreversible consequence that we have seen catch tenants off guard in Mazowieckie region (spring 2025). Indefinite leases, by contrast, can be terminated by either party on three months' notice ending at the end of a calendar month, unless the parties agree otherwise.

  • Fix the option exercise window precisely – start and end dates, not just a period
  • Specify whether rent for the renewal term is agreed now or subject to market review
  • Include a long-stop provision if the landlord fails to respond to a renewal notice
  • Confirm whether sub-letting is permitted in the renewal term on the same terms

What rent and indexation clauses should tenants watch?

Rent in Polish commercial leases is almost always denominated in euros for larger office and logistics assets, even though payment is made in Polish zloty at a reference exchange rate. This currency arrangement exposes tenants to exchange-rate risk over the lease term. Smaller retail and warehouse leases are more commonly denominated in zloty. Both approaches are valid under Polish law; the choice is purely commercial.

Indexation is the area where disputes most frequently arise. The standard clause links annual rent increases to the Harmonised Index of Consumer Prices (HICP) for the eurozone, or to the Polish consumer price index (CPI) published by the Central Statistical Office (Główny Urząd Statystyczny, GUS). Landlords typically cap downward adjustments at zero – meaning rent never falls even in a deflationary year – while tenants should negotiate a symmetric cap that limits upward adjustments to, say, five percent per year.

Service charges deserve separate attention. Polish leases typically distinguish between base rent and operating costs (opłaty eksploatacyjne), which cover building management, insurance, and common-area maintenance. Tenants should insist on an annual reconciliation statement and the right to audit the landlord's accounts within 60 days of receiving it. Without an audit right, overcharging on service charges can persist for years. We recovered excess service charge payments exceeding PLN 800,000 for a logistics operator in the Silesia region (autumn 2024) after a full audit of five years of operating cost statements.

Which security instruments are standard in Polish commercial leases?

Polish landlords routinely require one or more forms of security. The three most common instruments are a cash deposit, a bank guarantee, and a notarial deed of voluntary submission to enforcement. Understanding how each works under Polish law determines which is commercially preferable for a given tenant.

A cash deposit (kaucja) is the simplest instrument. The landlord holds the funds for the duration of the lease and must return them – with statutory interest – within 14 days after the lease ends and the tenant vacates. The deposit is typically three to six months' gross rent. It ties up working capital but involves no bank fees. A bank guarantee (gwarancja bankowa) avoids the cash tie-up but requires an annual fee of roughly 0.5 to 1.5 percent of the guaranteed amount and a bank credit facility. The guarantee is callable on demand, which makes it highly attractive to landlords.

The notarial deed of voluntary submission to enforcement (dobrowolne poddanie się egzekucji under the Code of Civil Procedure, KPC) allows the landlord to pursue enforcement without obtaining a court judgment – a significant procedural advantage that can reduce recovery time from two years to under three months. Tenants should treat this instrument carefully: it is not a security deposit but a waiver of the right to contest enforcement in court before payment. The National Court Register (KRS) records any enforcement actions against a company, which can affect creditworthiness.

For a tailored strategy on structuring lease security for your Polish entity, reach out to info@kordeckipartners.com.

How are fit-out and reinstatement obligations structured?

Fit-out provisions govern who pays for tenant improvements, who owns them during the lease, and what happens at expiry. In Polish commercial practice, landlords of new or recently refurbished office buildings often offer a fit-out contribution (budżet aranżacyjny) expressed as a fixed euro amount per square metre – typically EUR 100 to EUR 300 per sqm for Grade A Warsaw office space. This contribution is conditional on the tenant completing works within an agreed programme and submitting invoices within a specified period, often 12 months from lease commencement.

Ownership of tenant improvements during the lease is a negotiating point. Under the Civil Code default, fixtures that become part of the building belong to the building owner. Parties can agree otherwise – for instance, that tenant-installed IT infrastructure or raised floors remain the tenant's property and must be removed at expiry. The reinstatement obligation (obowiązek przywrócenia do stanu pierwotnego) is commercially significant: full strip-out of a medium-sized office can cost PLN 200,000 or more.

Tenants should also consider whether the lease requires building permit (pozwolenie na budowę) or merely a notification (zgłoszenie robót) for planned works. The Polish construction law administered by the District Office (Starostwo Powiatowe) distinguishes between these categories. Works requiring a full permit can take three to four months to approve, affecting the tenant's opening timeline. For international tenants, this is often an unexpected delay. Reviewing the key points for Switzerland-based tenants entering Polish office leases provides additional cross-border perspective on fit-out procedures.

When can a commercial lease be terminated under Polish law?

Termination rights are where personal liability risk and irreversible commercial consequences converge. Under the Civil Code, a fixed-term lease can be terminated early only on grounds expressly set out in the contract or in the statute. The statutory grounds are narrow: the landlord may terminate if the tenant uses the premises contrary to the agreed purpose, causes damage, or falls more than two full rent periods behind on payment. The tenant may terminate if the premises have a defect that materially impairs their intended use.

Contractual termination rights are broader and more varied. Landlords typically negotiate a right to terminate on 30 to 90 days' notice if the tenant enters insolvency, restructuring proceedings, or is struck off the KRS. Change-of-control clauses – allowing termination if the tenant's ownership changes – appear in retail leases but are less common in office transactions. Tenants should negotiate a reciprocal right to terminate if the landlord sells the property and the buyer does not assume lease obligations, though Polish law provides some protection here: a lease registered in the Land and Mortgage Register (Księga wieczysta) binds subsequent owners.

Break clauses – fixed-date early termination rights – are increasingly requested by tenants but resisted by landlords who have borrowed against the property. When a break is agreed, it typically requires six to twelve months' prior written notice and payment of a break penalty of three to six months' rent. Missing the notice deadline forecloses the break option permanently. For UAE-based investors evaluating Polish office leases, the office lease review guide for UAE tenants sets out comparable considerations. Tenants operating under ESG reporting obligations should also review whether lease terms interact with sustainability disclosures – see the ESRS implementation steps for Polish reporting entities for context on real estate-related disclosures.

Specific situations warrant tailored analysis. Your company's lease negotiation involves irreversible choices – a poorly structured break clause or an unreviewed termination trigger can lock you in for years without recourse. To receive an expert assessment of your lease terms, contact info@kordeckipartners.com.

Three business scenarios: manufacturing, IT, and foreign investor

A manufacturing company in the Silesia region typically leases a warehouse or light-industrial facility under a ten-year fixed term. Key concerns are floor-load capacity, power supply guarantees, and the right to make structural alterations. The lease should include a specific permitted-use clause covering production activity, a maintenance schedule for technical installations, and a clear allocation of responsibility for regulatory compliance under Polish environmental law. Fit-out contributions are rare in this sector; instead, tenants negotiate rent-free periods of three to six months at the start of the term.

An IT company leasing Grade A office space in Warsaw faces different priorities. Fit-out contribution, data-centre-grade power and cooling, and sub-letting rights for surplus space are the main commercial issues. IT tenants often grow or contract rapidly, making break clauses and assignment rights commercially critical. The lease should address whether server rooms and structured cabling are treated as tenant property or landlord fixtures at expiry. A poorly drafted clause on this point can result in a reinstatement cost exceeding PLN 300,000 – a figure that regularly surprises technology sector clients.

A foreign investor – say, a German fund acquiring a Warsaw logistics park – approaches the lease from the landlord's side. The investor's lender will require that leases are assignable on a property sale, that tenant security is transferable, and that any rent-free periods are accurately reflected in the passing rent schedule used for valuation. The Polish Financial Supervision Authority (KNF) regulates certain real estate investment vehicles, and the fund's structure may affect how lease income is taxed. FIDIC disputes arising from construction works on the property during the lease term add another layer of complexity; our FIDIC disputes practice handles these directly.

What to prepare before signing a commercial lease in Poland

  • Extract from the Land and Mortgage Register confirming ownership, encumbrances, and any registered easements
  • Building permit or occupancy permit (pozwolenie na użytkowanie) confirming the premises may be used for the intended purpose
  • Landlord's energy performance certificate (świadectwo charakterystyki energetycznej) – legally required since 2023
  • Draft lease reviewed for indexation cap, service charge audit right, and reinstatement scope
  • Security instrument documentation – bank guarantee wording, notarial deed draft, or deposit escrow terms

Frequently asked questions

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

A: Only if the lease expressly provides for it. Without an indexation clause, the Civil Code does not allow unilateral rent increases during a fixed term. Landlords routinely include annual indexation provisions tied to HICP or Polish CPI. Tenants should negotiate a cap on annual increases – typically two to five percent – and confirm whether the first adjustment applies after year one or year two of the lease.

Q: How long does it take to register a lease in the Land and Mortgage Register?

A: Registration applications are filed with the competent District Court (Sąd Rejonowy) maintaining the register. Processing times currently range from two to six months depending on the court and the complexity of the application. Registration protects the tenant against a new owner who acquires the property after the lease is signed. It also protects the landlord's security interest if the tenant has provided a notarial deed of enforcement.

Q: Is it true that Polish law automatically protects tenants against eviction?

A: This is a common misconception. The strong eviction protections under Polish law apply primarily to residential tenancies governed by the Tenant Protection Act (ustawa o ochronie praw lokatorów). Commercial leases are not covered by that Act. A commercial tenant who fails to vacate after valid termination can be evicted through enforcement proceedings within a few months, particularly if the lease includes a notarial deed of voluntary submission to enforcement. Commercial tenants should not assume residential-style protections apply to their premises.

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, construction 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.