Office lease review – key points for United States

A Chicago-based technology company signs a Warsaw office lease, ships furniture across the Atlantic, and then discovers – three months in – that the rent escalation clause operates on a different index than the one its finance team modelled. The fit-out allowance it relied upon turns out to be contingent on conditions buried in a Polish-language annex. The break option it assumed was mutual is, in fact, landlord-only. None of these issues were illegal. All of them were avoidable.

Office leases in Poland are governed primarily by the Kodeks cywilny (Civil Code, KC), which gives parties wide freedom to negotiate terms but imposes relatively few mandatory protections for commercial tenants. A thorough pre-signing review typically takes 5 to 10 business days and should cover rent mechanics, service charge caps, break rights, fit-out obligations, and termination triggers. United States tenants who skip or compress this review routinely inherit liabilities that would have been renegotiable before execution.

This guide walks through the review process step by step. It covers the legal framework, the clauses that generate the most disputes, cost and timeline expectations, three business scenarios drawn from common US-tenant situations, and the questions clients ask most often. Each section flags at least one concrete figure so your finance and legal teams can model exposure before the lease is signed.

What legal framework governs office leases in Poland?

Polish commercial lease law sits inside the Civil Code rather than in a standalone statute. The Civil Code establishes default rules on lease duration, rent payment, maintenance obligations, and termination. Parties can contract out of most defaults, which means the lease document itself – not background law – determines nearly every commercial outcome. Two institutions matter here. The National Court Register (Krajowy Rejestr Sądowy, KRS) holds the landlord's corporate documents, which a US tenant should verify before signing. The Land and Mortgage Register (Księga wieczysta, KW) discloses encumbrances, mortgages, and third-party rights over the building. A search of the KW costs less than PLN 100 and can reveal a bank mortgage whose enforcement could, in theory, affect a tenant's occupancy.

Duration matters more than US tenants expect. A lease for a fixed term longer than one year must be concluded in writing; otherwise Polish law converts it to an indefinite-term lease terminable on statutory notice. Many Polish office leases run for five years, with an option for a further three. Automatic renewal clauses – common in Warsaw Grade A buildings – are enforceable, but notice windows are short. Missing a 12-month notice deadline to exit an automatic renewal locks the tenant into another full term.

The Urząd Ochrony Konkurencji i Konsumentów (Office of Competition and Consumer Protection, UOKiK) has no direct role in B2B lease disputes, but its guidance on unfair contract terms can inform how Polish courts interpret ambiguous landlord-drafted clauses. That interpretive leverage is worth knowing before negotiations begin.

Which lease clauses carry the highest financial risk for US tenants?

Rent mechanics, service charges, and fit-out provisions generate the majority of disputes between US tenants and Polish landlords. Understanding each before signing limits exposure to costs that compound over a five-year term. The Civil Code permits rent indexation by any agreed index; most Warsaw office leases use the European Union Harmonised Index of Consumer Prices (HICP) rather than the US Consumer Price Index. A tenant whose treasury team modelled CPI-linked escalation may face a materially different rent trajectory. The gap between HICP and CPI has exceeded two percentage points in recent years, which on a EUR 50,000 monthly rent produces a six-figure difference over a standard lease term.

Service charges (Polish: opłaty eksploatacyjne) are the second major risk. Most Polish office leases operate on an open-book basis: the landlord estimates annual service costs, invoices monthly instalments, and reconciles at year-end. Caps on service charge increases are negotiable but rarely included in standard landlord drafts. Without a cap, a tenant absorbs the full impact of rising energy, security, and maintenance costs. We negotiated a 5% annual service charge cap for a US financial services client in the Mazowieckie region (autumn 2024), reducing its five-year cost exposure by an amount exceeding PLN 800,000 compared to the landlord's initial draft.

Verify the rent index (HICP vs. other) and model both upward and downward scenarios.
Request a three-year history of actual service charge reconciliations before signing.
Negotiate a cap on annual service charge increases – 4% to 6% is achievable in Warsaw.
Confirm whether the fit-out allowance is a landlord obligation or a conditional credit.
Check whether VAT on rent is recoverable by your Polish entity's VAT registration status.

Fit-out allowances deserve particular attention. A landlord contribution of EUR 150 per square metre is common in Warsaw for leases above 500 square metres, but the conditions attached can be onerous. Typical conditions include: fit-out completion within 12 months, use of approved contractors, submission of as-built drawings, and reinstatement at lease end. Reinstatement obligations – requiring the tenant to restore the space to shell-and-core at its own cost – are frequently underestimated. Reinstatement of a 1,000 square metre fit-out can cost EUR 80,000 to EUR 150,000 depending on specification.

To discuss how fit-out and service charge provisions apply to your specific lease negotiation, reach out to info@kordeckipartners.com. Every lease draft is different, and the leverage available before signing disappears the moment the document is executed.

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

Polish law does not imply a mutual break right. If the lease document is silent, neither party can terminate early without cause. This is the single most common misconception among US tenants, who are accustomed to negotiated break options being a standard feature of commercial leases. In Poland, break rights must be expressly drafted, and landlords resist them strongly in a tight market. When a break right is included, it is typically subject to conditions: no rent arrears, minimum notice of 12 months, and sometimes a break penalty equal to three to six months' rent.

Termination for cause is a separate mechanism. The Civil Code permits a landlord to terminate immediately if the tenant is in arrears for at least two full rental periods and has been given written notice to pay within an additional period of not less than one month. For a US tenant, the practical consequence is that a single missed payment – combined with an administrative delay in processing the cure notice – can accelerate a formal termination process within 60 days. Finance teams should build payment monitoring protocols around Polish banking holidays, of which there are 13 per year.

Subletting and assignment restrictions are tighter than in many US jurisdictions. Most Polish office leases prohibit subletting without landlord consent, and consent is often qualified as "not to be unreasonably withheld" – language that Polish courts interpret narrowly. A US company planning a merger, spin-off, or internal restructuring within the lease term should negotiate a group company carve-out before signing. Without it, transferring the lease to a newly incorporated Polish subsidiary – even one wholly owned by the same US parent – may require landlord approval and trigger renegotiation rights.

For US tenants navigating multi-entity structures in Poland, the compliance considerations extend beyond the lease itself. Our guide on compliance programme design for United States subsidiaries in Poland sets out the broader governance framework that should sit alongside any real estate commitment.

What are the three most common scenarios for US tenants entering Polish office markets?

Three business profiles account for the majority of US-tenant lease reviews our team handles. Each carries a distinct risk profile, and the review checklist differs accordingly. Understanding which scenario fits your situation shortens the review timeline and focuses negotiation resources where they matter most.

Scenario 1 – Technology or software company establishing a first Polish office. This tenant typically needs 200 to 800 square metres, wants flexibility, and has no prior Polish real estate experience. The principal risks are automatic renewal traps, reinstatement obligations, and underestimating the time needed to register a Polish branch or subsidiary before the lease commencement date. Registration at the KRS takes 7 to 14 business days for a straightforward application. If the lease start date precedes registration, the entity signing the lease may lack legal capacity, creating enforceability risk.

Scenario 2 – Financial services or professional services firm taking a larger floor plate. This tenant faces more complex service charge structures, higher fit-out allowances with more conditions, and greater scrutiny from the landlord on covenant strength. A US entity with no Polish operating history will often be asked to provide a rent deposit equal to three to six months' rent, or a parent company guarantee. Negotiating the form and release conditions of that security is as important as the rent itself. We secured a structured release mechanism – reducing the deposit from six to three months after 24 months of clean payment history – for a US professional services client in Warsaw (spring 2025).

Scenario 3 – US manufacturer or logistics company leasing office space ancillary to a warehouse or production facility. Here the office lease is often part of a mixed-use arrangement, and FIDIC disputes or construction-phase issues from the main facility can spill over into the office component. Lease and construction documents should be reviewed together. Tenants in this category should also consider whether the office space qualifies as a fixed place of business for Polish corporate income tax purposes – a question that intersects with permanent establishment analysis under the US-Poland tax treaty.

US investors considering whether to lease or buy should review our detailed analysis of buying property in Poland as a Poland national – full guide, which covers ownership structures applicable to foreign-controlled entities. For France-domiciled holding companies that own US subsidiaries operating in Poland, the buying property in Poland as a France national guide addresses the additional layer of EU-level analysis.

What does a lease review cost and how long does it take?

A standard office lease review for a US tenant – covering a single lease of up to 1,000 square metres – takes 5 to 10 business days from receipt of the full document set. The document set should include the main lease agreement, all annexes (fit-out specifications, building rules, service charge methodology), and the KW extract for the building. Reviews that begin with an incomplete document set take longer and generate more revision rounds.

Legal fees for a review-only instruction (no negotiation) typically range from EUR 2,000 to EUR 4,500 depending on lease complexity and document volume. A review-plus-negotiation instruction – where the lawyer marks up the lease, attends negotiation calls, and reviews the final execution draft – typically ranges from EUR 4,500 to EUR 9,000. These figures assume a single lease in a single building. Portfolio instructions covering multiple locations attract volume discounts. Translation costs should be budgeted separately: a 40-page Polish-language lease annex translated to English costs approximately EUR 600 to EUR 1,200 depending on technical content.

The review timeline has a hard dependency: the landlord's preferred execution date. Warsaw Grade A landlords typically allow 10 to 15 business days for tenant-side review and negotiation after issuing the first draft. If your entity is not yet incorporated in Poland, add 7 to 14 business days for KRS registration. Building in buffer for translation, internal approvals, and US-side sign-off means the realistic end-to-end timeline from first draft to signed lease is 30 to 45 calendar days for a straightforward transaction.

What to prepare before instructing a lawyer:

Full lease draft and all annexes in the language issued by the landlord.
KW extract for the building (obtainable online from the Ministry of Justice portal).
KRS extract for the landlord entity (current, dated within 3 months).
Your entity's corporate documents if the Polish subsidiary is already incorporated.
A summary of your fit-out requirements and anticipated headcount over the lease term.

A specific situation – particularly one involving a tight execution deadline or a multi-building portfolio – requires tailored advice before any document is signed. Contact info@kordeckipartners.com to receive an expert assessment of your lease review needs.

Frequently asked questions

Q: Can a US company sign a Polish office lease directly, without incorporating a Polish entity?

A: Yes, a US company can sign as a foreign entity, but this creates practical complications. Polish landlords typically require a Polish-language entity registered in the KRS as counterparty, and banks providing building financing often require it contractually. If the US company signs directly, it remains subject to Polish civil law for the duration of the lease, and enforcement of any judgment against it requires separate recognition proceedings. Most US tenants incorporate a Polish subsidiary or register a branch before signing a lease of any material size.

Q: How long does it typically take to negotiate a break right into a Warsaw office lease?

A: Negotiating a break right in a landlord-favourable market takes 10 to 20 business days of active negotiation and is not always achievable. Landlords are more receptive when the tenant offers a break penalty (typically three to six months' rent), a long notice period (12 months), and a clean payment record condition. In a tenant-favourable market – where vacancy rates exceed 15% – break rights are more readily granted, sometimes without a penalty, but notice periods of 9 to 12 months remain standard. The outcome depends heavily on the building's occupancy rate at the time of negotiation.

Q: Is it a common misconception that Polish office leases follow US-style BOMA measurement standards?

A: Yes, this is a frequent source of confusion. Polish office leases typically measure lettable area under the Polish PN-ISO 9836 standard or, in newer Grade A buildings, the IPMS (International Property Measurement Standards) framework. Neither is identical to BOMA. The practical consequence is that the quoted square metre figure may include a different proportion of common areas than a US tenant expects. A 1,000 square metre lease in Warsaw may deliver 900 to 950 square metres of net usable space depending on the efficiency ratio applied. Always request a floor plan with measurements and verify the measurement standard in the lease definitions clause before comparing headline rents across buildings.

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