A Budapest-headquartered technology company signs a five-year Warsaw office lease. The contract looks standard. Twelve months later, the tenant discovers that three clauses – on rent indexation, subletting, and early termination – expose it to costs it never anticipated. The loss is not theoretical. It is locked into the agreement.

Office leases in Poland are governed primarily by the Kodeks cywilny (Civil Code, KC), which gives parties wide freedom to shape their contractual relationship – but that freedom cuts both ways. Hungarian tenants entering the Warsaw or Kraków office market often underestimate how far Polish lease terms can deviate from Hungarian market norms. A careful pre-signature review, focused on indexation, break options, service charge caps, and landlord consent rights, can prevent obligations that are difficult or impossible to unwind once the lease is executed.

This alert identifies the clauses that most frequently create problems for Hungarian tenants, explains the legal framework that governs them under Polish law, and sets out the immediate steps a tenant should take before signing or renewing a commercial lease in Poland.

What makes Polish office leases different from Hungarian market practice?

Polish commercial leases are long-form documents – frequently 60 to 120 pages including schedules. The Civil Code provides a baseline, but landlords routinely modify or exclude its default rules. Three features stand out as sources of surprise for tenants from Hungary.

First, rent indexation in Poland is almost universally tied to the Harmonised Index of Consumer Prices (HICP) for the euro zone, applied annually. A lease signed when inflation is moderate can produce rent increases of 8 to 12 percent in a single year. Unlike Hungarian practice, Polish leases rarely cap the annual adjustment. Tenants who do not negotiate a ceiling – typically 3 to 5 percent – absorb the full index movement.

Second, service charge reconciliation operates on a landlord-controlled budget cycle. The landlord estimates charges at the start of each year and reconciles at year-end. Polish law does not impose a statutory cap on service charge increases between budget years. A well-drafted lease should include an audit right, a cap on year-on-year increases (commonly 5 percent), and a deadline – usually 90 days after the lease year ends – for the landlord to issue a reconciliation statement. Without these, the tenant has limited recourse.

Third, subletting and assignment provisions in Polish leases frequently require landlord consent without any obligation on the landlord to act reasonably or within a defined period. A Hungarian parent company restructuring its Polish subsidiary may find that an intra-group transfer of the lease triggers a consent right that the landlord can withhold indefinitely. Negotiating a carve-out for transfers to group companies – defined by a minimum shareholding threshold, typically 50 percent – is standard in the Warsaw market but must be expressly inserted.

Which clauses carry the highest risk for Hungarian tenants?

Four clause types consistently generate disputes or unexpected costs. Each deserves focused attention during lease review, whether the lease is new or approaching renewal. Missing any one of them can forfeit significant financial protection for the full lease term.

Break options are the first priority. Polish law does not imply a right to terminate a fixed-term lease early. Unless a break clause is expressly included, the tenant is bound for the full term – typically five years for mid-size office space. Where a break is negotiated, landlords routinely attach conditions: no rent arrears at the break date, a penalty payment of three to six months' rent, and a notice period of six to twelve months. Failure to serve notice in the exact form required – often written notice sent by registered post to a specified address – can invalidate the break entirely.

We secured a reversal of a dilapidations claim exceeding PLN 1.8m for a manufacturing client in the Mazowieckie region (autumn 2025). The landlord had relied on a reinstatement clause drafted in terms broad enough to cover ordinary wear and tear. A precise reading of the Civil Code's default position on tenant obligations allowed us to reduce the exposure substantially.

  • Rent review and HICP cap – negotiate a ceiling of 3 to 5 percent annually
  • Service charge audit right – secure access to underlying invoices within 30 days of request
  • Break option mechanics – verify notice form, recipient, and penalty amount
  • Reinstatement obligations – define the baseline condition at handover in writing
  • Group transfer carve-out – specify the shareholding threshold and notification procedure

Reinstatement obligations deserve particular attention. Many Warsaw leases require the tenant to restore the premises to their original condition at lease end. "Original condition" is rarely defined with precision. Tenants who fit out an office to a high specification may face a reinstatement cost of PLN 500 to PLN 1,500 per square metre. Agreeing a photographic schedule of condition at handover – and limiting reinstatement to structural alterations only – protects the tenant against an inflated claim at expiry.

What immediate steps should Hungarian tenants take?

The window for negotiation closes at signature. Once a lease is executed, renegotiating core economic terms requires landlord cooperation that is rarely forthcoming. Hungarian tenants should treat the following actions as time-sensitive – ideally completed within 14 days of receiving a draft lease.

Start with a clause-by-clause legal review against Polish Civil Code defaults. This identifies every instance where the draft departs from the statutory baseline and quantifies the financial exposure. For a 500 square metre lease at EUR 18 per square metre per month – a typical Warsaw city-centre rate – an uncapped HICP clause over five years can add EUR 80,000 to EUR 120,000 in rent above what a capped structure would produce.

Our team obtained interim protection for a Hungarian investor's subsidiary in Lower Silesia (spring 2026), preventing a landlord from invoking a disputed force majeure clause to suspend fit-out works. The case turned on a single sentence in the definitions section that had not been reviewed before signature.

Hungarian companies with Polish subsidiaries should also consider how the lease interacts with their broader Polish compliance obligations. The guidance on compliance programme design for Hungary subsidiaries in Poland addresses the governance framework within which real estate commitments sit. Separately, tenants acquiring or considering acquiring Polish property should review the full guide on buying property in Poland for context on ownership structures that may interact with long-term lease strategy. Where a lease dispute escalates to a reclassification or tax challenge, the analysis in real estate tax reclassification disputes – 2025 wave is directly relevant.

What to prepare before lease review:

  • Draft lease and all schedules in Polish, with a working translation if available
  • Current fit-out specification and any landlord fit-out contribution letter
  • Corporate structure chart showing the Polish entity and its Hungarian parent
  • Any heads of terms or term sheet already agreed with the landlord

Finally, verify the registration position. A lease exceeding one year should be disclosed to the National Court Register (Krajowy Rejestr Sądowy, KRS) if it affects the registered address of the Polish entity. A lease of ten years or more may be entered in the Land and Mortgage Register (Księga wieczysta) to protect the tenant against a change of landlord. Neither step is automatic. Both require deliberate action within defined timeframes set by the relevant registry.

The specific terms of your company's lease determine whether these risks are live. A review conducted before signature costs a fraction of the exposure that an unreviewed clause can create over a five-year term.

To receive an expert assessment of your Polish office lease before signature or renewal, contact info@kordeckipartners.com. Our team will review the draft, identify departures from Civil Code defaults, and negotiate the clauses that carry the highest financial risk for your business.

Frequently asked questions

Q: Can a Hungarian company sign a Polish office lease directly, without a Polish subsidiary?

A: Yes. A foreign company may be a party to a Polish lease without establishing a local entity. However, the lease will be governed by Polish law, and enforcement of any dispute will proceed before Polish courts. The tenant should ensure that its authorised representative has a valid power of attorney – authenticated and, where required, apostilled – before execution. The process typically takes 7 to 14 days to complete properly.

Q: How long does a commercial lease review typically take, and what does it cost?

A: A focused review of a standard Warsaw office lease – covering indexation, break options, service charges, reinstatement, and assignment – takes three to five business days. Cost depends on lease length and complexity, but a mid-size lease of 300 to 1,000 square metres is typically reviewed within a fixed-fee engagement. The fee is almost always lower than the cost of a single uncapped HICP adjustment over a five-year term.

Q: Is it a misconception that Polish landlords will not negotiate lease terms?

A: It is. Warsaw and Kraków office markets are competitive, and landlords – particularly in multi-tenant buildings with vacancy above 10 percent – regularly accept amendments to indexation caps, break conditions, and reinstatement obligations. The key is to raise these points before heads of terms are finalised, not after the draft lease is circulated. Once a landlord has invested in lease preparation, the negotiating dynamic shifts against the tenant.

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 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.