A Romanian company expanding its Warsaw footprint signs a multi-year office lease. The document looks standard. Weeks later, the tenant discovers that several clauses – on rent indexation, break options, and service charge caps – operate very differently under Polish law than under Romanian practice. The gap between expectation and legal reality can cost six figures before the first lease renewal.

Romanian tenants taking office space in Poland face a distinct legal environment governed by the Kodeks cywilny (Civil Code, KC) and supplemented by building-specific regulations enforced through the National Court Register (KRS) and the Office of Competition and Consumer Protection (UOKiK). Polish commercial lease law gives landlords significant drafting latitude, meaning tenant protections must be negotiated – not assumed. Tenants who skip a structured lease review before signing risk locking in unfavourable indexation, unlimited service charges, and break penalties that can reach 12 months' rent.

This alert identifies the clauses that most frequently disadvantage Romanian tenants in Polish office leases, explains which thresholds trigger immediate concern, and sets out the action items that should be completed before execution.

What makes Polish office leases different for Romanian tenants?

Polish office leases are predominantly landlord-drafted, long-form documents. Standard market leases in Warsaw's central business districts run to 60–90 pages. Romanian tenants accustomed to shorter, more balanced civil-law templates are often surprised by the scope of landlord discretion embedded in these documents. Three structural differences stand out immediately.

First, rent is almost universally denominated in euros, then converted to Polish zloty (PLN) at the payment date. This creates currency exposure that Romanian tenants – used to lei-denominated or fixed-euro leases – may not price into their occupancy budgets. A 10% swing in the EUR/PLN rate over a five-year term is not unusual. Second, annual rent indexation is typically tied to the Harmonised Index of Consumer Prices (HICP) for the eurozone, with a contractual floor of 0% and no ceiling. In an inflationary environment, this clause alone can increase base rent by 15–20% over three years. Third, service charges in Polish leases are frequently uncapped and reconciled annually against actual landlord expenditure. The National Court Register (KRS) records no statutory limit on service charge recovery.

The Office of Competition and Consumer Protection (UOKiK) has flagged abusive clauses in B2C real estate contracts, but its jurisdiction over commercial leases between businesses is limited. Romanian tenants cannot rely on regulatory intervention. They must negotiate contractual protections directly.

We secured a renegotiation of service charge provisions saving over EUR 180,000 for a Romanian technology company leasing space in the Mazowieckie region (spring 2025). The original draft contained no reconciliation audit right and no cap on management fees.

Which clauses require immediate review before signing?

A structured lease review should prioritise five categories of clause. Each carries a distinct risk profile and, in most cases, a negotiable alternative. The review should be completed before the landlord's exclusivity period expires – typically 10 to 14 days after heads of terms are agreed.

  • Indexation mechanism – confirm whether the HICP floor is 0% or positive, and negotiate a ceiling of 3–4% per annum.
  • Service charge cap and audit right – insist on a contractual cap (commonly 5–10% above the previous year's reconciled amount) and a right to audit landlord accounts within 90 days of the annual statement.
  • Break option conditions – verify notice periods (typically 6–12 months), penalty amounts, and whether the break is conditional on no rent arrears.
  • Fit-out contribution and reinstatement – confirm whether the landlord's fit-out contribution is repayable on early exit and the scope of reinstatement obligations at lease end.
  • Force majeure and rent suspension – Polish Civil Code provisions on impossibility of performance are narrow; a bespoke rent-suspension clause is essential for prolonged access restrictions.

Indexation and service charges together account for the largest share of unbudgeted cost exposure in Polish office leases. A tenant paying EUR 25 per square metre per month on 1,000 square metres faces an annual base rent of EUR 300,000. A 5% uncapped HICP increase adds EUR 15,000 in year one alone – compounding annually. Over a five-year term without a ceiling, cumulative excess cost can exceed EUR 80,000 against a capped alternative.

For Romanian tenants with operations in multiple jurisdictions, the lease review should also cross-reference obligations under any group-level real estate framework. Conflicts between Polish lease terms and group treasury policy on currency hedging or capital expenditure approval thresholds are a recurring source of internal friction. Aligning the lease structure with group policy before signing avoids costly amendment requests later. For context on how similar issues arise in logistics and warehouse contexts, see our analysis of warehouse and logistics contracts under Polish law.

What immediate actions should Romanian tenants take?

Three actions should be completed within the 10-to-14-day exclusivity window. Missing this window does not preclude negotiation, but it substantially weakens the tenant's position. Landlords treat a signed heads of terms as commercial commitment, and deviations requested after that point attract resistance and sometimes penalty clauses.

First, commission a clause-by-clause legal review against a benchmark of current Warsaw market standards. The review should produce a red/amber/green classification of every material clause, a list of non-negotiable landlord positions (usually limited to 3–5 items in a competitive leasing market), and a prioritised negotiation agenda. This review typically takes 3–5 working days for a lease of standard length.

Second, obtain a service charge history for the specific building covering the prior three years. This is a legitimate pre-contract disclosure request. Buildings with poorly managed service charge reconciliation – common in older Warsaw stock – frequently show year-on-year increases of 8–12%. A three-year history reveals the pattern before commitment.

Third, verify the landlord entity's standing in the National Court Register (KRS) and confirm that the signing representative holds a valid power of attorney. Leases signed by representatives without authority are voidable under Polish Civil Code provisions on agency. This check takes under one hour but eliminates a category of post-signing dispute that is disproportionately expensive to resolve.

We assisted a Romanian logistics group in Lower Silesia (winter 2025) in identifying that the landlord's representative lacked authority to bind the lessor entity. The lease was restructured with a properly authorised signatory, avoiding a potential voidability claim that would have disrupted a EUR 2m fit-out programme. For related considerations affecting Romanian businesses operating across Polish jurisdictions, our Romania desk provides coordinated cross-border support. Tenants reviewing leases in neighbouring markets may also find our parallel analysis of office lease review key points for Slovakia tenants a useful comparative reference.

Romanian tenants who have already signed a lease are not without options. A post-execution review can identify clauses that may be unenforceable under Polish law, flag upcoming break option deadlines (which are strictly time-barred), and prepare the tenant for the first service charge reconciliation cycle. The cost of a post-execution review is materially lower than the cost of a contested service charge dispute or a missed break option.

What to prepare before your lease review:

  • Draft lease or heads of terms in full, including all schedules and annexes
  • Building service charge statements for the prior two to three years (if available)
  • KRS extract for the landlord entity (downloadable free of charge from the Ministry of Justice portal)
  • Group treasury and capital expenditure policy documents relevant to the lease
  • Any correspondence with the landlord or agent confirming agreed commercial terms

Specific lease terms and building history determine which clauses pose the greatest risk in your situation. A review conducted without full documentation produces incomplete findings and may miss the clause that matters most.

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

Frequently asked questions

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

A: A standard clause-by-clause review of a Warsaw office lease takes 3–5 working days from receipt of the full document set. Cost depends on lease length and complexity, but most reviews for leases up to 80 pages fall within a fixed-fee range agreed in advance. Requesting a fixed-fee quote before engagement avoids billing uncertainty.

Q: Is it a misconception that Polish commercial leases are regulated the same way as residential leases?

A: Yes. Polish law draws a sharp distinction between residential and commercial tenancies. Residential leases benefit from mandatory statutory protections under the Tenant Protection Act. Commercial leases do not. Parties to a commercial lease are free to agree virtually any terms, which means tenant protections depend entirely on what is negotiated and drafted into the contract.

Q: What happens if a Romanian tenant misses a contractual break option deadline?

A: Break options in Polish commercial leases are strictly time-barred. A notice served one day late is ineffective, and the tenant remains bound for the next lease period – often three to five additional years. Polish courts have consistently refused to grant relief for late break notices, treating the contractual deadline as a condition precedent to the break right. Diarising break notice deadlines at least 30 days before the contractual cut-off is essential practice. This applies equally to tenants who have already engaged a real estate lawyer Warsaw-side and those managing the process internally.

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 review, and cross-border property transactions. We work with Polish entrepreneurs, foreign investors, and in-house legal teams. Our real estate practice covers buy property Poland mandates, FIDIC disputes, commercial lease negotiation, and construction matters. 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.