Office lease review – key points for United

A London-based technology company signs a Warsaw office lease, confident the terms mirror familiar UK practice. Eighteen months later, it faces unexpected rent indexation, a landlord's right to terminate on minimal notice, and a service-charge dispute with no cap. The Polish legal framework governing commercial leases differs from English law in ways that are easy to underestimate.

Office leases in Poland are governed primarily by the Kodeks cywilny (Civil Code, KC) and, where applicable, the Kodeks postępowania cywilnego (Code of Civil Procedure, KPC). UK tenants must review at least five structural clauses before signing: rent indexation, break rights, service-charge mechanics, fit-out obligations, and reinstatement liability. Failure to negotiate these points before execution forfeits the tenant's strongest leverage – and Polish courts give significant weight to the written contract.

This guide walks through the review process step by step. It covers the legal framework, the clauses that most often surprise British tenants, common mistakes, and three business scenarios drawn from our practice. A checklist and FAQ close the guide.

What legal framework governs office leases in Poland?

Polish commercial lease law sits within the Civil Code, supplemented by building regulations enforced by the Powiatowy Inspektor Nadzoru Budowlanego (District Building Supervision Inspector, PINB) and the Główny Urząd Nadzoru Budowlanego (Main Building Supervision Office, GUNB). The National Court Register (Krajowy Rejestr Sądowy, KRS) holds ownership and encumbrance data relevant to any lease. These institutions have no direct UK equivalents, so British tenants often overlook their significance.

Polish lease law is largely permissive. Parties may agree almost any commercial term. However, the Civil Code contains mandatory rules on minimum notice periods – at least one month for fixed-term leases terminated on statutory grounds – and on the landlord's right to retain a security deposit for up to 30 days after handover. Deviating below these floors is void. Exceeding them is generally permitted.

One structural difference from English law: Poland has no equivalent of the Landlord and Tenant Act 1954. There is no statutory right of renewal. When a fixed term expires, the tenant must vacate unless the parties agree otherwise in writing. This single point has caused more disputes in our practice than any other.

A second difference concerns stamp duty. English leases trigger Stamp Duty Land Tax on execution. Polish leases are subject to a civil-law transaction tax (podatek od czynności cywilnoprawnych, PCC) at 1% of the total rent for the lease term, capped at a maximum base. For most office leases the PCC liability is modest, but it must be declared within 14 days of signing.

Which clauses carry the highest risk for UK tenants?

Four clauses account for the majority of disputes we see from British occupiers. Each deserves careful review before heads of terms are agreed.

Rent indexation. Polish leases almost universally index rent to the Harmonised Index of Consumer Prices (HICP) published by Eurostat, often with a floor of zero and no ceiling. In a high-inflation environment, annual uplifts can reach 10% or more. UK tenants accustomed to five-yearly open-market rent reviews find this mechanism unfamiliar. Negotiating a cap – typically 3–5% per annum – is achievable in a tenant's market. Missing this negotiation forfeits predictable occupancy costs for the entire lease term.

Service-charge transparency. Polish leases rarely contain a cap on service charges. Landlords are not required to provide audited reconciliations unless the lease so requires. Tenants should insist on: annual reconciliation within 90 days of year-end, a right to audit, and a cap expressed as a percentage of the previous year's charge.

Break rights. Polish law does not imply any break right. The parties must draft one expressly. Common conditions – vacant possession, no arrears, strict notice windows – mirror English practice, but the drafting standard in Polish leases is often less precise. An ambiguously drafted break can be held invalid by a Polish court, locking the tenant in for the full term.

Reinstatement obligations. Leases frequently require the tenant to restore the premises to their original condition at expiry. In a fit-out-heavy technology or finance office, this liability can exceed PLN 500,000. The scope of "original condition" should be defined at signing, ideally with a schedule of condition.

We secured a reversal of a disproportionate reinstatement claim exceeding PLN 600,000 for a financial services client in the Mazowieckie region (autumn 2025). The landlord's position collapsed once we demonstrated that the lease lacked a clear baseline condition schedule.

How should UK tenants structure the review process?

A structured review has four stages. Each stage has a defined output and a recommended timeline.

Stage 1 – Due diligence on the building (weeks 1–2). Verify ownership in the Land and Mortgage Register (Księga wieczysta), check for mortgages or usufruct rights that could bind a new tenant, and confirm planning classification at the relevant local authority. Any mortgage over the property should be accompanied by a non-disturbance agreement from the bank, granted within 14 days of the landlord's request.

Stage 2 – Heads of terms negotiation (weeks 2–4). Agree the commercial framework before instructing lawyers on the full lease. Key points: rent-free period, fit-out contribution, indexation cap, break rights, and reinstatement scope. Heads of terms are not legally binding in Poland, but they create strong negotiating precedent.

Stage 3 – Lease review and negotiation (weeks 4–8). A Polish-law review of a standard 30–50 page office lease takes approximately two to three weeks. Allow a further two weeks for landlord negotiations. Total legal cost for a mid-market Warsaw office lease: PLN 8,000–20,000 depending on complexity.

Stage 4 – Execution and registration (week 8–10). Leases for terms exceeding one year must be in writing to be enforceable against third parties. Leases for terms of ten years or more must be registered in the Land and Mortgage Register to bind a purchaser of the property. Registration takes approximately 30–60 days at the relevant district court.

Our team obtained favourable break-right terms and a 4% indexation cap for a UK-based professional services firm entering the Lower Silesia market (spring 2026). Agreeing heads of terms before lease drafting saved approximately three weeks of negotiation time.

What are the most common mistakes made by UK tenants?

British occupiers make a predictable set of errors when leasing Polish offices. Awareness of these patterns is the first line of defence.

Assuming English-law equivalence. The absence of a statutory renewal right is the most consequential difference. Tenants who assume they can hold over on existing terms risk losing their premises with one month's notice at term end.

Skipping the land register check. A mortgage registered after the lease but before registration of the lease itself can, in certain circumstances, affect the tenant's position on enforcement. The check takes less than one hour and costs PLN 20 online through the Ministry of Justice portal.

Accepting untranslated leases. Polish is the governing language of most Warsaw office leases. An English translation provided by the landlord's agent carries no legal weight. Tenants should commission an independent translation or ensure their Polish counsel explains every operative clause.

Overlooking BREEAM and LEED obligations. Many modern Warsaw offices carry sustainability certifications that impose maintenance obligations on tenants. For a detailed analysis of how these certifications affect lease obligations, see our guide on BREEAM and LEED certification legal implications in Poland.

Ignoring VAT structuring. Office lease payments are subject to VAT at 23% unless the landlord has opted for exemption. UK companies must register for Polish VAT if they are the taxable person for the supply. For the interaction between lease structuring and e-invoicing obligations, see our article on what KSeF means for your business in the United Kingdom.

What to prepare – checklist

Before instructing counsel on a Polish office lease, assemble the following:

Land and Mortgage Register extract for the property (available online, current as of the search date)
KRS extract for the landlord entity (confirms authority to sign and absence of insolvency proceedings)
Draft lease in Polish with the landlord's standard form – not a summary or term sheet
Fit-out specification or landlord's works schedule, if applicable
Evidence of the landlord's bank's consent to the lease (non-disturbance letter), where a mortgage exists

Three business scenarios illustrate how preparation affects outcomes.

Manufacturing company. A Midlands-based manufacturer leasing a Warsaw logistics and office complex of 2,000 sqm. Key risks: reinstatement of industrial modifications, indexation on a long 10-year term, and PINB compliance for structural alterations. Budget PLN 15,000–20,000 for legal review.

IT company. A London technology firm taking 500 sqm in a BREEAM-certified building. Key risks: green-lease obligations, data-centre fit-out reinstatement, and VAT registration timing. Budget PLN 8,000–12,000.

Foreign investor. A private equity fund acquiring a Warsaw office building subject to existing leases. Key risks: unregistered leases binding the purchaser, break-right enforceability, and tenant-improvement ownership at expiry. Due diligence budget: PLN 20,000–35,000. For zoning issues affecting the acquisition, see our guide on spatial planning and zoning rules in Poland.

Each scenario requires a tailored review scope. A standard checklist is a starting point, not a substitute for legal advice specific to the asset.

Taking a lease without Polish-law advice precludes renegotiation of the terms most likely to cause financial loss. The leverage disappears on execution – and Polish courts will enforce what the parties signed.

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

Frequently asked questions

Q: Can a UK company sign a Polish office lease without registering a Polish entity?

A: Yes. A UK company may sign a Polish office lease directly as a foreign legal person. However, the company will likely need to register for Polish VAT and appoint a fiscal representative. The lease itself does not require a Polish entity, but tax and employment obligations may make local incorporation commercially sensible within 12 months of signing.

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

A: A standard review of a 30–50 page Polish office lease takes two to three weeks from instruction. Legal fees range from PLN 8,000 to PLN 20,000 depending on lease length and complexity. Negotiation with the landlord adds one to two weeks. Clients who agree heads of terms before instructing counsel consistently reduce total review time by 20–30%.

Q: Is it true that Polish tenants have no right to renew their lease?

A: This is correct, and it is the most common misconception among UK tenants. Unlike the position under English commercial property law, Polish law contains no statutory right of renewal or continuation. When a fixed-term lease expires, the tenant must vacate unless a renewal has been agreed in writing. A tenant who remains in occupation without a written renewal may be treated as holding over on a month-to-month basis, terminable on one month's notice.

If your company is approaching a lease expiry or entering the Polish market for the first time, the specific terms of your lease – and the absence of any statutory protection – require expert review before that leverage is lost.

For a tailored strategy on office lease negotiation in Poland, reach out to info@kordeckipartners.com.

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.