A Swedish technology company signs a five-year lease for Warsaw office space. The contract arrives in Polish, runs to forty pages, and the handover date is three weeks away. The legal team in Stockholm has no Polish law background. Every clause that looks standard under Swedish law may carry a very different meaning under Polish legislation.

Office leases in Poland are governed primarily by the Kodeks cywilny (Civil Code, KC) and, for certain commercial premises, by supplementary provisions of the Kodeks postępowania cywilnego (Code of Civil Procedure, KPC). Swedish tenants face specific exposure points: rent indexation tied to Polish price indices, fit-out contribution clawback clauses, and termination mechanisms that differ fundamentally from Swedish commercial tenancy practice. A thorough lease review – completed before signing – is the only reliable way to prevent obligations that cannot be undone once the contract is executed.

This guide walks through the four most critical review stages for Swedish companies leasing office space in Poland. It covers rent and cost structures, termination rights, fit-out and reinstatement obligations, and the cross-border enforcement dimension. Each section identifies the clauses that generate the most disputes and explains what a properly negotiated position looks like.

Why does Polish commercial lease law differ from Swedish expectations?

Polish commercial lease law gives parties wide freedom to contract. That freedom cuts both ways. Landlords in Warsaw, Kraków, and other major Polish cities use it to insert provisions that Swedish tenants – accustomed to relatively balanced statutory protections – rarely encounter at home. The National Court Register (KRS) shows that most Polish office landlords are special-purpose vehicles owned by international funds, meaning the lease is their primary asset and every clause is deliberately drafted in their favour.

Under Polish civil legislation, a lease agreement for a fixed term may be terminated early only on grounds expressly stated in the contract. There is no general statutory right for a commercial tenant to exit early by giving notice. This is the single most important difference from Swedish practice. A Swedish company that signs a ten-year lease without a break-option clause is locked in for the full term – or faces a damages claim equal to the remaining rent, which can easily exceed PLN 5m for a mid-size Warsaw office.

Three further structural differences deserve attention at the outset:

  • Rent is almost always denominated in EUR, payable in PLN at the NBP (National Bank of Poland) exchange rate on the invoice date – creating currency exposure for the tenant.
  • Service charges are calculated separately and capped only if the contract says so; uncapped service charges have doubled in some buildings over a five-year period.
  • The Polish Financial Supervision Authority (KNF) has no role in commercial leases, but KNF-regulated tenants (banks, insurers) face additional internal approval requirements that affect signing timelines.

The Office of Competition and Consumer Protection (UOKiK) occasionally reviews standard-form lease contracts used by dominant landlords, but enforcement actions are rare and provide no practical protection for an individual tenant. Swedish companies should not assume that Polish regulators will intervene if a lease term proves onerous. The contract is the only shield.

We secured a renegotiation of an indexation clause that had increased annual rent by over PLN 800,000 for a Scandinavian retail group with Warsaw premises (autumn 2024). The original clause linked rent to the Polish Consumer Price Index with no cap – a structure that is negotiable before signing but almost impossible to challenge after execution.

What are the critical rent, indexation, and cost clauses to review?

Rent structure is the financial core of any office lease. In Poland, base rent is typically expressed in EUR per square metre per month. For prime Warsaw office space, headline rents range from EUR 14 to EUR 26 per sq m. But the headline figure tells only part of the story. Service charges, parking fees, and fit-out amortisation payments can add 40–60% to the monthly outgoing.

Indexation is where Swedish tenants most frequently absorb unexpected costs. Polish leases typically use one of three indexation mechanisms: the Polish Consumer Price Index (CPI), the Harmonised Index of Consumer Prices (HICP) for the Eurozone, or a fixed annual uplift of 2–4%. The critical review point is whether indexation applies to base rent only or to the total monthly payment including service charges. An uncapped CPI clause applied to the full payment can compound to a 30% rent increase over five years without any change in market conditions.

Service charge caps deserve equal scrutiny. A well-negotiated clause limits annual service charge increases to a fixed percentage – typically 5% – and requires the landlord to provide an audited reconciliation statement within 90 days after each calendar year. Without an audit right, the tenant has no practical mechanism to verify whether charges are correctly allocated. Under Polish civil legislation, a tenant who does not challenge a service charge reconciliation within the contractually specified period – often as short as 14 days – is deemed to have accepted it.

For cross-border context, Swedish tenants negotiating simultaneously in multiple jurisdictions may find our guide on office lease review – key points for Switzerland tenants useful for comparison.

Three cost clauses that require specific negotiation:

  • Fit-out contribution (tenant incentive): confirm whether the amount is a grant or a loan subject to clawback on early exit.
  • Reinstatement obligation: clarify the standard – "original condition" is far more onerous than "good decorative order."
  • Turnover rent top-up (in retail-adjacent offices): ensure the trigger threshold reflects actual revenue, not gross billings.

Currency risk deserves a dedicated clause. Most Polish landlords insist on EUR-denominated rent. Swedish tenants whose Polish revenues are in PLN face a double mismatch: they earn in PLN, pay rent in EUR converted at the NBP rate, and report in SEK. A lease review should assess whether the contract allows the tenant to fix the conversion rate quarterly or to request EUR invoicing directly.

How do termination rights and break options work under Polish law?

Polish civil legislation draws a sharp distinction between fixed-term and indefinite-term leases. A fixed-term office lease – the standard form for prime Warsaw buildings – can be terminated before expiry only if the contract expressly grants that right. Statutory grounds for early termination are narrow: they cover situations such as the premises becoming unfit for the agreed use. A tenant that simply outgrows the space, or whose business model changes, has no statutory exit right.

Break options must therefore be negotiated at the drafting stage. A market-standard break option for a five-year lease allows the tenant to exit at year three, subject to six months' written notice and payment of a break penalty equal to three to six months' rent. Some landlords insist on a "clean break" – meaning the penalty is the tenant's only additional liability. Others include a reinstatement obligation that survives the break, which can add PLN 300,000 or more to the exit cost for a large fit-out.

Notice periods under Polish lease law are measured in calendar months, not business days. A notice served on 15 March takes effect at the end of April – not one month from the date of service. This distinction matters when a Swedish tenant is coordinating a Polish office exit with a Stockholm relocation. Missing the notice window by one day means waiting a full additional month.

Landlord termination rights also require review. Polish leases frequently allow the landlord to terminate for tenant insolvency, change of control, or material breach. The change-of-control clause is particularly relevant for Swedish companies that are subsidiaries of listed groups. A merger or acquisition at parent level can trigger a landlord termination right even if the Polish entity is unaffected. Negotiating a carve-out for intra-group restructurings is standard practice but must be expressly included.

Force majeure clauses in Polish office leases rarely provide rent suspension rights. The COVID-19 period generated significant FIDIC disputes and lease litigation in Poland, but court outcomes were inconsistent. Swedish tenants should not rely on force majeure as a rent-reduction mechanism; instead, negotiate a specific rent-reduction clause tied to building inaccessibility exceeding 30 consecutive days.

What fit-out, reinstatement, and FIDIC-related obligations apply?

Fit-out provisions are a significant source of dispute in Polish office leases. The landlord typically provides a "shell and core" or "Category A" fit-out. The tenant then undertakes a Category B fit-out – partitioning, flooring, IT infrastructure – at its own cost or with a landlord contribution. The lease must specify who owns the fit-out during the term and what happens to it at expiry.

Reinstatement obligations in Polish leases can be drafted very broadly. A clause requiring the tenant to restore the premises to their "original condition" at expiry means removing all Category B fit-out, regardless of its value or condition. For a 1,000 sq m Warsaw office, reinstatement costs typically range from PLN 200,000 to PLN 600,000 depending on fit-out complexity. Negotiating a right to leave the fit-out in situ – subject to the landlord's approval, which cannot be unreasonably withheld – is achievable in the current Warsaw market but requires early engagement.

Where the landlord undertakes construction works as part of the lease (base build, common area upgrades, or a significant tenant fit-out), FIDIC disputes can arise. Polish construction contracts for commercial fit-outs sometimes incorporate FIDIC Yellow Book or Silver Book conditions, particularly where the landlord is an international fund using its standard documentation. Swedish tenants should identify whether any landlord works are governed by FIDIC conditions and, if so, ensure that the lease clearly allocates delay risk and defect liability periods.

Our team obtained interim measures protecting a fit-out contribution exceeding EUR 1.2m for a Swedish financial services company in Małopolska (spring 2025), where the landlord had attempted to reclaim the incentive following a disputed lease termination. The outcome turned on a single clause in the fit-out agreement that the tenant had negotiated before signing.

For tenants also considering property acquisition, our guide on buying property in Poland as a France national sets out the ownership framework that applies equally to Swedish nationals and companies.

A practical pre-signing checklist for fit-out and reinstatement:

  • Confirm whether fit-out contribution is a grant or a repayable incentive.
  • Define "original condition" precisely – attach photographic record at handover.
  • Negotiate a right to leave fit-out in situ at landlord's discretion.
  • Specify who bears the cost of HVAC and raised-floor reinstatement.
  • Include a defect notification period of at least 12 months post-handover.

How should Swedish tenants handle cross-border enforcement and dispute resolution?

Dispute resolution clauses in Polish office leases default to Polish courts – specifically the district court (sąd okręgowy) in the jurisdiction where the property is located. For a Warsaw office, that means the District Court for Warsaw, one of Poland's busiest commercial courts. First-instance proceedings in commercial lease disputes typically take 18 to 36 months. Appeals to the Court of Appeal add a further 12 to 24 months.

Swedish tenants should assess at the review stage whether arbitration is a viable alternative. Polish law permits arbitration clauses in commercial leases. The Court of Arbitration at the Polish Chamber of Commerce (Sąd Arbitrażowy przy Krajowej Izbie Gospodarczej) and the Lewiatan Court of Arbitration both handle commercial lease disputes. Arbitration typically resolves in 12 to 18 months and produces an award enforceable across EU member states under the Brussels I Regulation (recast).

For Swedish tenants who may need to enforce a Polish judgment or arbitral award in Sweden – or vice versa – the enforcement framework matters. Poland and Sweden are both EU member states, so the Brussels I Regulation (recast) applies directly. A final Polish court judgment is enforceable in Sweden without a separate exequatur procedure. The practical steps are set out in our guide on enforcing a Sweden judgment in Poland.

Governing law is a separate question from jurisdiction. Most Polish office leases specify Polish law as governing law. This is appropriate for a lease of Polish real estate and should not be resisted. However, Swedish tenants should ensure that any parent company guarantee or comfort letter issued in connection with the lease is governed by Swedish law, with Swedish courts having jurisdiction – or by English law if the landlord insists on a neutral system.

Three business scenarios illustrate the cross-border dimension:

  • A Swedish manufacturing group leasing Warsaw logistics-adjacent offices needs to align the Polish lease term with its Swedish parent's reporting cycle – requiring a break option at financial year-end.
  • A Swedish IT company with a Polish subsidiary faces a change-of-control clause triggered by a Stockholm IPO – requiring a pre-signing carve-out negotiation.
  • A Swedish investor establishing a Polish real estate lawyer Warsaw presence needs to ensure the lease does not restrict subletting to affiliated entities.

Frequently asked questions

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

A: A thorough review of a standard Warsaw office lease – covering rent structure, termination, fit-out, and dispute resolution – typically takes five to ten business days from receipt of the full lease package. Legal fees for a review of this scope at a Warsaw commercial law firm generally range from EUR 2,500 to EUR 6,000, depending on lease complexity and whether negotiation support is included. Engaging a real estate lawyer Warsaw who understands both Polish civil legislation and Swedish commercial expectations significantly reduces the risk of missing jurisdiction-specific traps.

Q: Is it a misconception that EU membership means Polish and Swedish lease law are largely the same?

A: Yes – this is a common and costly misconception. EU law does not harmonise commercial tenancy legislation. Each member state retains full legislative competence over lease law. Polish civil legislation gives commercial tenants significantly fewer statutory protections than Swedish law. There is no Polish equivalent of the Swedish tenant-protection framework that limits landlord termination rights in commercial leases. Every protection a Swedish tenant requires must be negotiated into the contract.

Q: Can a Swedish parent company guarantee the obligations of its Polish subsidiary under a commercial lease?

A: Polish landlords routinely require a parent company guarantee (PCG) where the tenant is a newly established Polish subsidiary with limited balance sheet. A PCG governed by Swedish law is generally acceptable to international fund landlords, provided it is unconditional, on-demand, and covers the full lease term plus any reinstatement obligations. The guarantee should expressly survive any restructuring of the Polish entity. Polish civil legislation does not impose a maximum guarantee period for commercial transactions, but the guarantee document should specify that it expires no earlier than 12 months after the lease end date to cover latent reinstatement claims.

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

Piotr 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.

Your specific lease situation carries risks that become irreversible once the contract is signed. A single uncapped indexation clause or missing break option can expose your company to obligations exceeding PLN 2m over a five-year term – obligations that Polish courts will enforce in full.

If your company is entering a Polish office lease – whether as a first-time entrant or renewing existing premises – we will review the full lease package, identify non-standard clauses, and negotiate corrections before execution: 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.