A technology company registered in the Netherlands sought to acquire a warehouse complex in the Mazowieckie region during spring 2025. The transaction looked straightforward on paper. In practice, the permit rules for foreign property acquisition in Poland introduced delays that nearly caused the deal to collapse.

Foreign nationals and foreign-controlled entities acquiring real property in Poland must obtain a permit from the Minister of Internal Affairs and Administration in most cases involving agricultural land, forest land, or property in a border zone. European Union and European Economic Area nationals enjoy a partial exemption – they may buy residential and commercial property without a permit, but specific categories remain restricted. Failure to obtain a required permit renders the acquisition agreement void, forfeiting the purchase price and closing the transaction permanently.

This case study walks through the background of the Dutch client's acquisition, the legal strategy our team deployed, the procedural steps involved, and the lessons that apply to any foreign investor entering the Polish real estate market. Each stage produced insights relevant to EU and non-EU buyers alike.

What was the background of the acquisition?

The client – a Dutch-registered holding company with Ukrainian beneficial owners – wanted to buy a 4,800 square metre logistics facility near Warsaw. The property sat within a zone classified as restricted under Polish legislation governing foreign property acquisition, specifically because part of the land parcel fell within 50 kilometres of Poland's eastern border zone. That single geographic fact changed the entire legal picture.

The National Court Register (KRS) records showed the seller as a Polish limited liability company. The buyer's structure, however, triggered the foreign-entity rules. Under Polish real estate law, a company is treated as a foreign entity when a non-EEA national holds a controlling interest – which was the case here, given the Ukrainian beneficial ownership. The permit requirement therefore applied in full, regardless of the Dutch place of incorporation.

The parties had signed a preliminary agreement with a 90-day closing deadline. That window was tight. The standard processing time for a permit application before the Ministry of Internal Affairs and Administration runs up to two months, and the clock starts only once the application is complete. Any missing document restarts the administrative clock. The buyer came to us with 87 days remaining.

How did the legal strategy address the permit requirement?

Speed and completeness were the two strategic pillars. The permit application under Polish administrative law requires a precise set of documents: a description of the applicant's legal status, evidence of the purpose of acquisition, proof of the applicant's ties to Poland, and a legal description of the property. Missing even one attachment triggers a formal call for supplementation – costing up to 14 additional days.

We assembled the full application package within six working days. This included certified translations of the Dutch corporate documents, a notarised extract from the Ukrainian beneficial owner's personal records, and a formal statement of purpose confirming commercial logistics use. We cross-referenced the property's land register entry at the District Court (Sąd Rejonowy) to confirm the exact parcel boundaries and the border-zone classification.

Our team also filed a request for accelerated processing on grounds of commercial urgency. Polish administrative procedure allows the applicant to request priority handling where a documented business interest is at stake. The Ministry acknowledged the request within five working days. We secured the permit in 41 calendar days – well within the 90-day contractual window. We obtained this result for the client in the Mazowieckie region during spring 2025, protecting an acquisition valued at over EUR 3.2m.

One parallel risk required attention. The property included a small strip of agricultural land classified as class III under Polish land classification rules. Agricultural land of that class held by a foreign entity requires a separate clearance from the National Agricultural Support Centre (Krajowy Ośrodek Wsparcia Rolnictwa, KOWR). We filed both applications simultaneously, avoiding a sequential delay that would have cost another four to six weeks.

What does the process teach future buyers?

Three transferable lessons emerged from this matter. First, beneficial ownership determines the permit obligation – not the place of incorporation. A company registered in an EU member state is not automatically exempt if its ultimate controller is a non-EEA national. Buyers should map their ownership chain before signing any preliminary agreement. Discovering the permit requirement after signing creates time pressure that increases error risk.

Second, parallel filing saves weeks. The permit application to the Ministry and the KOWR clearance process run on separate administrative tracks. Nothing in Polish law prevents simultaneous submission. Yet many buyers file sequentially, adding two months to the timeline unnecessarily. For foreign investors reviewing commercial lease terms during the due diligence phase, a useful reference is our analysis of office lease review key points for Ukrainian tenants, which addresses related occupancy issues. Similarly, buyers assessing financial resilience of their Polish target may benefit from our overview of preventive restructuring in Poland and its four available types.

Third, the preliminary agreement must include a permit condition precedent. If the permit is refused or delayed beyond the agreed closing date, the buyer needs a contractual right to extend or withdraw without penalty. In this matter, the preliminary agreement contained no such clause. We negotiated an addendum within the first week – a step that cost two days but protected the client against a potential forfeiture of a PLN 320,000 deposit.

  • Confirm the buyer's ownership chain before signing any preliminary agreement
  • Identify all land classifications on the target parcel – agricultural, forest, and border-zone status
  • File Ministry and KOWR applications simultaneously where both are required
  • Insert a permit condition precedent into the preliminary agreement
  • Allow at least 60 calendar days between signing and the intended closing date

For buyers also evaluating properties in other Central European markets, our review of office lease review key points for Slovak tenants provides a useful comparative frame for commercial real estate structures across the region.

Specific to Warsaw and the surrounding Mazowieckie region, the real estate lawyer Warsaw market has become notably more active in cross-border acquisitions since 2023. Demand from EU-registered but non-EEA-controlled entities has increased. The permit process has not changed, but awareness of it among foreign buyers remains low. That gap is where transactions fail.

Frequently asked questions

Q: Does a European Union passport automatically exempt a buyer from the permit requirement in Poland?

A: An EU passport exempts individual buyers from the permit requirement for most residential and commercial property. The exemption does not extend to agricultural land, forest land, or property in a border zone. Corporate buyers must also check whether their beneficial ownership structure triggers the foreign-entity rules under Polish real estate law, regardless of where the company is incorporated.

Q: How long does the permit process take, and what are the main cost items?

A: The Ministry of Internal Affairs and Administration has up to two months to decide on a permit application from the date the complete application is received. Administrative fees are modest – the state fee for a permit application is PLN 1,570. The real cost is professional fees for assembling and translating the required documentation, which typically ranges from EUR 2,000 to EUR 5,000 depending on the complexity of the ownership structure.

Q: Is a FIDIC dispute relevant to a property acquisition permit application?

A: Not directly. FIDIC disputes arise after construction or refurbishment contracts are signed and concern contractor performance, variation claims, or payment obligations. However, buyers acquiring property with planned construction or fit-out works should consider FIDIC contract terms as a separate risk layer. A permit refusal that delays the acquisition can cascade into FIDIC disputes if construction contracts have already been executed on an optimistic timeline.

To receive an expert assessment of your property acquisition structure in Poland, contact info@kordeckipartners.com.

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 real estate acquisition, permit procedures, and cross-border property transactions. We work with Polish entrepreneurs, foreign investors, and in-house legal teams. 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.