On paper, a commercial office lease in Poland looks like a standard document. In practice, the gap between what tenants sign and what they later face – rent indexation clauses, service charge audits, break rights that expire without notice – can cost a company hundreds of thousands of zlotys. Polish lease law contains several tenant-unfriendly defaults that landlords routinely exploit, and most foreign occupiers only discover them at renewal or exit.

A Polish office lease is governed primarily by the Kodeks cywilny (Civil Code, KC), which sets default rules that parties may modify by contract. Tenants who fail to negotiate deviations from those defaults face automatic rent indexation tied to the consumer price index, unlimited liability for dilapidations, and landlord termination rights that can be triggered within 30 days of a payment default. Reviewing the lease before signing – or before the next renewal window – is the single most effective way to cap exposure.

This alert identifies the three areas that most frequently generate disputes in the Polish office market: rent and indexation mechanics, service charge structures, and exit provisions. Each section flags the specific clause type to locate, the risk it creates, and the action a tenant should take now.

What rent and indexation clauses should Poland office tenants watch for?

Rent in Polish office leases is almost always denominated in euros and converted to zlotys at a reference rate on the payment date. That currency mechanism alone creates exposure. When the zloty weakens, the effective rent rises in local-currency terms with no cap. Tenants with zloty revenues – a domestic professional services firm, for example – absorb the full exchange-rate risk unless the lease contains a cap or a floor-and-ceiling band.

Indexation compounds the problem. Most Warsaw and Kraków office leases link annual rent increases to the Harmonised Index of Consumer Prices (HICP) for the eurozone. During the 2022–2024 inflation cycle, HICP-linked leases produced increases of 8–10 percent per year. Some leases apply indexation automatically; others require a landlord notice. Where the mechanism is automatic, a tenant who does not challenge a miscalculated index within the contractual objection window – often 14 days – loses the right to dispute it for that year.

We secured a reduction in annual rent obligations exceeding PLN 800,000 for a professional services client in the Mazowieckie region (spring 2025) by identifying a drafting error in the HICP reference period. The landlord had applied the wrong base year for three consecutive indexation cycles. The correction required a formal audit of the lease annexes and a written demand served within the contractual deadline.

  • Confirm whether indexation is automatic or notice-triggered
  • Identify the HICP base year and reference month in the lease
  • Check whether a currency cap or band applies to euro-denominated rent
  • Note the objection window – typically 14 days from the landlord's calculation notice

For a comparative perspective on how neighbouring jurisdictions handle similar indexation mechanics, the firm's analysis of office lease review – key points for Lithuania tenants sets out the differences in detail.

How do service charge structures create hidden liability for tenants?

Service charges – called opłaty eksploatacyjne in Polish leases – are the second major source of tenant exposure. Polish commercial lease law does not impose a statutory cap on service charges or require landlords to use competitive procurement for building services. The result is that tenants pay whatever the landlord invoices, subject only to the audit rights they negotiated at signing.

Most institutional leases in Warsaw's central business district include an annual reconciliation mechanism. The landlord issues a budget at the start of each calendar year, collects monthly advances, then reconciles against actual costs by 31 March of the following year. Tenants have a right to audit the reconciliation statement, but that right is typically limited to 30 or 60 days from receipt. Missing the audit window forfeits the right to challenge that year's charges permanently – a consequence that is irreversible under standard lease drafting.

Our team obtained a refund of service charge overpayments exceeding EUR 120,000 for a technology company in Lower Silesia (autumn 2024) after a line-by-line audit of three years of reconciliation statements revealed duplicated management fees and inflated insurance premiums. The audit was initiated within the contractual 60-day window; had the client waited another two weeks, the right would have lapsed.

Tenants entering a new lease should also examine how the lease defines the "lettable area" used to apportion service charges. Errors in floor-area calculations – particularly in buildings with shared amenity spaces – can inflate a tenant's proportionate share by 5–15 percent. A qualified expert witness can provide an independent measurement opinion if the landlord disputes a recalculation.

What exit provisions should tenants negotiate before signing?

Exit mechanics are where Polish office leases most frequently produce irreversible consequences. The Civil Code permits landlords to terminate a fixed-term lease early only on grounds specified in the contract. The same rule applies to tenants. A company that needs to exit before the contractual end date – due to a merger, a headcount reduction, or a change of use – has no statutory break right. It must rely entirely on whatever break clause, subletting right, or assignment right it negotiated at the outset.

Break clauses in Polish leases are typically one-sided (landlord-only) or subject to conditions that are difficult to satisfy: no payment arrears in the preceding 12 months, written notice served at least 12 months before the break date, and sometimes a penalty payment equal to three to six months' rent. Tenants who accept these terms without negotiation effectively surrender flexibility for the full lease term – often five to ten years.

The assignment and subletting provisions deserve equal attention. Many leases require landlord consent to any assignment or subletting, with consent not to be unreasonably withheld – but "unreasonably" is undefined. In practice, landlords use consent requirements to extract rent uplifts or lease extensions as a condition of approval. Tenants with expansion or contraction options in the same building should also verify that those options are personal rights, not transferable to a successor entity. A corporate restructuring that involves a change of legal entity can extinguish an option if the lease is silent on transferability.

Foreign investors acquiring a Polish company that holds an office lease should review the change-of-control provisions before closing. Some leases treat a share sale as a deemed assignment requiring landlord consent. Failure to obtain consent can trigger a termination right exercisable within 30 days of the landlord becoming aware of the transaction. For a full overview of property acquisition considerations, the firm's guide on buying property in Poland as a Netherlands national addresses the broader real estate due diligence framework.

Specific situations your company may face require tailored legal analysis before the next lease event – renewal, break option, or exit. Acting after the contractual deadline forfeits rights that cannot be recovered.

To receive an expert assessment of your office lease position in Poland, contact info@kordeckipartners.com.

Frequently asked questions

Q: Can a tenant in Poland terminate an office lease early without a break clause?

A: Under Polish civil law, a fixed-term lease can only be terminated early on grounds expressly stated in the contract or in limited statutory circumstances such as a fundamental defect in the premises. Without a negotiated break clause, a tenant who exits early remains liable for rent until the contractual end date or until the landlord re-lets the space. The landlord has a duty to mitigate loss, but enforcement of that duty requires litigation. Negotiating a bilateral break clause at the outset is the only reliable protection.

Q: How long does a tenant have to audit a service charge reconciliation statement?

A: The audit window is set by the lease, not by statute. Most institutional leases in Poland provide 30 to 60 days from receipt of the annual reconciliation statement. Once that window closes, the right to challenge that year's charges is permanently lost. Tenants should calendar the receipt date immediately and instruct a review within the first two weeks to allow time for document requests and analysis.

Q: Does a FIDIC contract apply to office fit-out works in Poland?

A: FIDIC conditions are most commonly used in large infrastructure and construction projects in Poland. For office fit-out works, the parties typically use a bespoke building contract or the landlord's standard fit-out agreement. However, where a tenant commissions significant structural alterations, FIDIC-style dispute resolution mechanisms – including adjudication – can be incorporated by agreement. Tenants undertaking fit-out works exceeding PLN 500,000 should consider whether a structured dispute resolution clause is appropriate given the complexity of the works.

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, office 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.