An Italian company signs a Warsaw office lease. The contract looks standard. Twelve months later, a rent review clause triggers an increase the finance team never modelled – and the break option that should have provided an exit expired unnoticed, 30 days earlier. The opportunity to renegotiate is gone. The cost of that oversight runs to six figures over the remaining term.

Italian tenants entering the Polish commercial office market face a lease framework that differs materially from Italian practice. Polish law governs commercial leases through the Kodeks cywilny (Civil Code, KC), which sets default rules that parties routinely modify – sometimes against the tenant's interests. Key risk points include indexation mechanics, break-option notice windows as short as 3 months, and service charge audit rights that expire within 12 months of the charge year. Missing any of these triggers forfeits the tenant's ability to challenge costs or exit on favourable terms.

This alert identifies the three areas where Italian tenants most frequently lose value: rent review and indexation, break options and renewal mechanics, and service charge exposure. Each section identifies the specific clause language to check and the action deadline that, once missed, precludes recovery.

What makes Polish office leases different from Italian practice?

Polish commercial leases are almost entirely creatures of contract. The Civil Code provides a thin statutory floor. Everything above that – indexation, break rights, fit-out contributions, reinstatement obligations – is negotiated. Italian practitioners accustomed to the Codice Civile protections for commercial tenants (including statutory renewal rights under Law 392/1978) will find no equivalent in Polish law. There is no automatic right to renew. There is no statutory cap on rent increases. The National Court Register (Krajowy Rejestr Sądowy, KRS) records the landlord entity, but it does not regulate lease terms.

The standard Warsaw Grade A lease is drafted by the landlord's counsel and runs 60 to 100 pages. Indexation is typically tied to the Harmonised Index of Consumer Prices (HICP) for the Eurozone, applied annually. In years of elevated inflation, that mechanism has produced increases of 8 to 10 percent in a single review cycle. Italian tenants sometimes assume HICP indexation is capped or smoothed, as it is under some Italian institutional leases. It is not, unless the tenant negotiates a cap at heads-of-terms stage.

Three structural differences demand immediate attention during any lease review:

  • No statutory renewal right – the lease ends on its contractual date unless extended by written agreement
  • Rent denominated in EUR but payable in PLN at a reference exchange rate – creating currency exposure
  • Reinstatement obligations that can require full strip-out of fit-out, at the tenant's cost, within 30 days of expiry

We obtained a material reduction in reinstatement liability – saving over EUR 300,000 – for an Italian technology company with offices in Mazowieckie (spring 2025). The saving came entirely from a clause review conducted 18 months before lease expiry, while negotiating leverage still existed.

Which rent review and indexation clauses carry the highest risk?

Rent review clauses in Polish office leases fall into two categories: automatic indexation and landlord-initiated review. Both carry risks that Italian tenants routinely underestimate. Automatic HICP indexation applies without any notice from the landlord. The revised rent is due from the first day of the relevant month, often January. Missing the revised figure in the payment run creates an arrears position – and most leases treat three months of underpayment as a material breach entitling the landlord to terminate.

Landlord-initiated review clauses are more dangerous. They typically allow the landlord to benchmark the rent against current market levels every three to five years. The clause may require the tenant to respond within 21 days, failing which the proposed increase is deemed accepted. Italian tenants operating through a Warsaw branch or subsidiary sometimes route lease correspondence through head office. A 21-day window disappears quickly across time zones and approval chains. The consequence is irreversible: the higher rent is locked in for the next review period.

Currency mechanics deserve separate scrutiny. Rent is almost always set in EUR. Payment is in PLN at the National Bank of Poland (Narodowy Bank Polski, NBP) mid-rate on a specified reference date – typically the last business day of the preceding month. When the PLN weakens, the PLN cost of the same EUR rent rises. Some leases allow the landlord to switch the reference rate unilaterally if the NBP rate is suspended. That provision should be renegotiated to fix an alternative rate by agreement.

For a tailored assessment of your indexation exposure, reach out to info@kordeckipartners.com.

How do break options and renewal mechanics work under Polish law?

Break options in Polish office leases are contractual, not statutory. They must be exercised strictly in accordance with the notice period and form specified in the lease. A typical break clause requires written notice – often by registered post to a specific address – delivered no later than 3 to 6 months before the break date. Delivery by email, even if acknowledged, is frequently held insufficient unless the lease expressly permits it. Missing the notice window by a single day forfeits the break right entirely. The tenant remains bound for the full remaining term – sometimes three to five additional years.

Italian tenants should also check whether the break option is conditional. Polish landlord-drafted leases frequently attach conditions: no rent arrears on the notice date, no outstanding service charge disputes, full reinstatement of any alterations made without landlord consent. A tenant who has withheld rent pending a service charge dispute – a common Italian practice under Law 392 equivalents – may find the break condition failed, even if the underlying dispute was legitimate.

Renewal mechanics are equally unforgiving. If the lease contains a renewal option, it must be exercised within the window specified – often 9 to 12 months before expiry. Failure to exercise does not trigger automatic renewal. The lease simply expires. The landlord is then free to re-let at market terms or to a different tenant. For companies with significant fit-out investment – EUR 500 per square metre is common in Warsaw Grade A space – losing the renewal right is a material financial loss.

Italian investors comparing Polish and Swiss office lease frameworks will find useful context in our office lease review guide for Switzerland tenants. For those also evaluating UAE exposure, the UAE office lease review alert covers comparable break-option risks in that jurisdiction.

What immediate actions should Italy tenants take now?

The window for effective lease review is not unlimited. Three actions carry hard deadlines. First, map every break option and renewal window in your current lease portfolio. If any break date falls within the next 12 months, the notice period may already be running. A 6-month notice requirement on a break date of 1 January 2027 means notice must be served by 1 July 2026 – or the option is lost. Second, audit service charge reconciliations for the last two years. Polish leases typically allow tenants to challenge service charge statements within 12 months of receipt. That audit right expires by contract, not by statute. Unchallenged statements become final.

Third, review indexation history against actual payments. If the landlord has applied HICP increases without formal written notice (as some leases require), there may be grounds to dispute the arrears position before it crystallises into a breach notice. This window is typically 3 years under the Civil Code's general limitation period for contractual claims.

We secured a reversal of an unjustified service charge demand exceeding PLN 800,000 for a retail-sector client in Silesia (autumn 2025). The challenge succeeded because the audit right had not yet expired – by a margin of six weeks.

What to prepare for a lease review:

  • Signed lease and all addenda, including any side letters on fit-out or incentives
  • Service charge statements and reconciliations for the past 24 months
  • Correspondence log showing all landlord notices received and dates of receipt
  • Fit-out specification and any landlord consent letters for alterations
  • Heads of terms or term sheet from original negotiation

Italian companies also considering corporate structure in Poland will find the sp. z o.o. vs SA decision matrix for Italy investors a useful companion resource – lease liability sits differently depending on whether the tenant entity is a branch or a subsidiary.

Your specific lease portfolio carries risks that a general alert cannot fully capture. Missing a single break-option deadline forfeits years of exit flexibility – an irreversible consequence that no subsequent negotiation can undo.

To receive an expert assessment of your Polish office lease exposure, contact info@kordeckipartners.com.

Frequently asked questions

Q: Can an Italian tenant rely on Italian law protections when leasing office space in Warsaw?

A: No. Polish law governs leases for property located in Poland, regardless of the tenant's nationality or the governing law of other group contracts. Italian statutory protections – including renewal rights under Law 392/1978 – have no application. The Civil Code provides minimal default rules for commercial leases, and the lease contract itself determines almost all rights and obligations.

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

A: A focused review of a single lease – covering indexation, break options, service charge rights, and reinstatement obligations – typically takes 5 to 10 business days. For a portfolio of three to five leases, allow 3 to 4 weeks. Fees depend on lease complexity and portfolio size. The cost of a review is almost always a fraction of the liability it identifies or prevents.

Q: Is it a common misconception that break options in Polish leases are automatically valid if exercised in writing?

A: Yes. Many tenants assume that any written notice exercising a break option is sufficient. In practice, Polish courts have held that notice served by the wrong method (email instead of registered post), to the wrong address, or outside the contractual window is ineffective. The break right is lost. Landlords routinely challenge notices on technical grounds, particularly where re-letting at higher market rents is possible.

About KORDECKI & Partners

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.