A Warsaw-based technology company signs a five-year office lease without reviewing the indexation clause. Eighteen months later, the landlord applies a cumulative CPI adjustment that raises the monthly rent by 23 percent. The tenant has no contractual right to challenge the calculation. That scenario – entirely avoidable – plays out repeatedly in Poland's commercial property market.

An office lease review in Poland requires systematic analysis of at least five contract areas: rent and indexation mechanics, service charge structures, fit-out and reinstatement obligations, break clauses, and dispute resolution provisions. Polish lease law is governed by the Kodeks cywilny (Civil Code, KC), which sets default rules that landlords routinely displace in favour of more landlord-friendly terms. Tenants who sign without legal review frequently discover those displacements only when enforcement begins – at which point remedies are limited and costly.

This guide walks through the review process step by step. It covers the key contractual points that generate the most disputes, flags the common drafting traps, and sets out three business scenarios that illustrate how the analysis changes depending on the tenant's profile. Timeline and cost benchmarks are included at each stage.

What does Polish law say about commercial office leases?

Polish commercial lease law starts with the Civil Code, which applies as a default framework to all lease relationships in Poland. The National Court Register (KRS) records the landlord entity, and verifying that registration before signing is the first practical step – it confirms the counterparty's legal capacity to enter into a long-term commitment. The Central Register and Information on Business Activity (CEIDG) performs the same function for sole-trader landlords. For leases in major office buildings, the Land and Mortgage Register (Księga Wieczysta) discloses encumbrances, mortgages, and usufruct rights that may affect the tenant's quiet enjoyment.

The Civil Code permits parties to a commercial lease to depart from most of its default provisions. That freedom is the source of most tenant risk. Landlords in Warsaw, Kraków, and other major Polish cities typically use heavily negotiated standard-form leases that shift maintenance obligations, insurance costs, and reinstatement liability onto the tenant. Those shifts are lawful under Polish law – but only enforceable if clearly drafted. Ambiguous clauses are interpreted against the party that drafted them, a principle the Supreme Court of Poland has applied consistently in commercial lease disputes.

One concrete figure matters here: a commercial lease for a fixed term exceeding one year must be concluded in writing; otherwise, Polish law treats it as a lease for an indefinite period, terminable on relatively short notice. Tenants occupying space under an oral agreement or a poorly executed document may find their tenure far less secure than they assumed.

  • Verify landlord identity in the KRS or CEIDG before negotiations begin
  • Check the Land and Mortgage Register for encumbrances on the leased premises
  • Confirm the lease is executed in writing for terms exceeding one year
  • Identify which Civil Code defaults have been contractually displaced
  • Map the governing law and jurisdiction clauses for cross-border structures

Which rent and indexation clauses carry the highest risk for tenants?

Rent provisions in Polish office leases are almost always denominated in euros, even though the lease is governed by Polish law and the premises are in Poland. That euro denomination is lawful under Polish currency regulations, but it creates exchange-rate exposure for tenants whose revenues are in Polish zloty. The review must identify whether the rent is payable in euros or in PLN at the NBP (National Bank of Poland) rate on a specified date – the difference can be material in a volatile FX environment.

Indexation is where complexity concentrates. Most Warsaw office leases index rent annually to the Harmonised Index of Consumer Prices (HICP) published by Eurostat. The clause typically specifies a floor (often zero percent, preventing rent reduction) and no ceiling. In 2022 and 2023, HICP figures exceeded eight percent in several months. A tenant locked into an uncapped HICP clause with a zero floor absorbed the full upward movement with no contractual recourse. Reviewing and negotiating a cap – typically two to three percent per annum in balanced leases – is one of the highest-value interventions a legal review can deliver.

We secured a renegotiation of indexation terms that reduced projected rent escalation by over PLN 400,000 across a five-year term for an IT services client in the Mazowieckie region (spring 2025). The original clause contained no cap and a compounding mechanism that the client had not noticed at signing.

Service charges – sometimes called operating costs or opłaty eksploatacyjne – are a separate but related exposure. Landlords charge these on an estimated basis throughout the year and reconcile against actual costs within three to six months of the year-end. Tenants should insist on audit rights over service charge calculations, with a minimum 30-day window to raise objections after the reconciliation statement is issued.

How should tenants approach fit-out and reinstatement obligations?

Fit-out provisions govern what the tenant may do to the space and at whose cost. Reinstatement provisions govern what the tenant must undo at lease expiry. Together, they represent one of the largest sources of unexpected liability in a commercial lease review. A tenant investing PLN 1.5m in a fit-out who later discovers a broad reinstatement obligation may face equivalent costs at exit – effectively doubling the capital cost of occupying the space.

Polish practice distinguishes between improvements (ulepszenia) and adaptations (adaptacje). Under the Civil Code's default rules, a landlord may require the tenant to restore the premises to their original condition at lease expiry. That default is almost always preserved – and often expanded – in institutional lease forms. The review must identify whether reinstatement applies to structural changes only, to all fit-out works, or to cosmetic finishes as well. Each category carries a different cost profile.

Fit-out contribution (tenant incentive) clauses are common in new or recently refurbished Warsaw office buildings. Landlords offer a cash contribution – typically expressed as a fixed amount per square metre, often in the range of EUR 100 to EUR 200 per sqm for Grade A space – in exchange for the tenant bearing fit-out costs and risk. If the lease terminates early, most landlords require pro-rata repayment of the contribution. That repayment obligation can amount to several hundred thousand euros for a mid-size tenant. The review should model the repayment exposure against each break scenario.

For tenants with experience in construction contracts – particularly those familiar with FIDIC disputes – the fit-out process introduces analogous risks: scope creep, landlord approval delays, and defect liability periods. A real estate lawyer Warsaw-based teams should engage will map those construction-phase risks alongside the lease terms.

What break clauses and exit mechanisms are available under Polish law?

Break clauses are not a standard feature of Polish commercial leases. They must be negotiated expressly and drafted with precision. A poorly drafted break clause – one that omits the required notice period, fails to specify the break date, or attaches conditions that are difficult to satisfy – may be unenforceable under Polish law. The Civil Code does not supply a default break right for fixed-term leases. If the clause fails, the tenant remains bound for the full contractual term.

Notice periods for break clauses in Polish office leases typically range from three to twelve months, depending on the remaining lease term and the landlord's negotiating position. A break exercisable at year three of a five-year lease will commonly require six months' notice. Some landlords attach conditions to the break right – no subsisting rent arrears, full reinstatement of the premises, or return of all access cards and equipment. Each condition is a potential trap: if the tenant fails to satisfy even one, the break is ineffective and the lease continues.

We obtained a court ruling confirming the validity of a break clause exercise for a manufacturing client in Silesia (autumn 2024), after the landlord disputed compliance with a reinstatement condition. The court found that the condition had been substantially performed and that the landlord's refusal to accept the break was not made in good faith under the Civil Code's good-faith performance standard.

Subletting and assignment provisions are a related exit mechanism. Many Polish office leases prohibit subletting without landlord consent – and some prohibit it absolutely. A tenant whose business model involves subletting surplus space, or who may need to assign the lease in a corporate restructuring, must negotiate these provisions before signing. Assignment in the context of a share deal (where the tenant entity is acquired) is generally unaffected by anti-assignment clauses, but the lease review should confirm this analysis.

How does the review process work in practice, and what does it cost?

A structured office lease review follows four stages. First, document collection: the draft or executed lease, any side letters, the building rules (regulamin budynku), the fit-out guide, and the service charge methodology. Second, legal analysis: mapping each clause against the Civil Code defaults and identifying deviations that are commercially material. Third, negotiation support: preparing a mark-up or negotiation brief with prioritised positions. Fourth, execution review: confirming that the final signed document reflects agreed changes and that conditions precedent to commencement are satisfied.

Timeline for a standard review of a 500 to 1,000 sqm office lease in Warsaw: five to seven working days for initial analysis, a further three to five days for negotiation support. Larger or more complex leases – multi-floor space in a major office tower, leases with significant fit-out contributions, or cross-border structures involving a foreign parent as guarantor – require ten to fifteen working days. Engaging legal counsel at the heads-of-terms stage, before the landlord's standard form is issued, compresses that timeline and improves negotiating leverage.

Cost benchmarks vary by lease size and complexity. A review of a straightforward 300 sqm lease typically falls in the range of PLN 5,000 to PLN 10,000 in legal fees. A complex multi-floor lease with fit-out negotiation and guarantor structuring may range from PLN 20,000 to PLN 50,000. Those figures should be weighed against the financial exposure: a five-year lease at EUR 25 per sqm per month for 800 sqm represents a total commitment of approximately EUR 1.2m. Legal review at one to two percent of that commitment is a proportionate investment.

For tenants considering how Polish lease practice compares to other CEE markets, the approach shares structural similarities with Lithuania – see our analysis of office lease review key points for Lithuania tenants for a comparative perspective. For tenants with operations in Luxembourg, our real estate practice in Luxembourg covers the equivalent framework there.

Three business scenarios illustrate how the review emphasis shifts by tenant profile. A manufacturing company taking a large warehouse-adjacent office suite will prioritise reinstatement and fit-out provisions. An IT company with rapid headcount growth will focus on expansion options and break rights. A foreign investor establishing a Polish subsidiary – perhaps advised by a Polish employment lawyer on workforce structuring – will additionally need to address guarantor obligations, governing law, and currency risk.

Frequently asked questions

Q: How long does a landlord have to return the security deposit after a Polish office lease ends?

A: The Civil Code does not specify a fixed return period for commercial lease deposits. The lease itself should state the deadline – typically 14 to 30 days after the tenant vacates and the handover protocol is signed. If the lease is silent, the general obligation to return unjust enrichment applies, but enforcing it requires formal demand followed by litigation. Tenants should insist on an express return deadline and interest provisions for late return.

Q: Is it a common misconception that Polish law automatically limits rent increases?

A: Yes. Many tenants assume that Polish consumer-protection rules cap commercial rent increases. They do not. Commercial leases fall outside residential tenancy protections entirely. The only limits on indexation are those the parties agree contractually. A lease with uncapped HICP indexation and a zero floor will apply every upward movement in the index without statutory limit. This is why negotiating a contractual cap – and having a lawyer review the indexation mechanics before signing – is essential rather than optional.

Q: What happens if the building is sold during the lease term?

A: Under Polish civil law, a sale of the leased building does not automatically terminate the lease. The buyer steps into the landlord's position and the lease continues on its existing terms. However, if the lease was not disclosed to the buyer or the buyer had no knowledge of it, the tenant's rights may be at risk in certain circumstances. Recording a lease or a right of first refusal in the Land and Mortgage Register provides the strongest protection against third-party purchasers. The review should assess whether registration is practical and cost-effective for the specific lease.

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 property dispute resolution. We work with Polish entrepreneurs, foreign investors, and in-house legal teams. To discuss your situation, contact info@kordeckipartners.com.

Piotr Malinowski leads the real estate and construction practice. He is a FIDIC-accredited adjudicator and has handled over 40 construction disputes, including claims exceeding PLN 100m.

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.