A Dutch investor signs a preliminary agreement for a Warsaw office building. The deal looks clean. Then, two weeks before closing, the notary flags a missing ministerial permit – one that takes up to six months to obtain. The transaction stalls. The seller walks. The deposit is forfeit.

Foreign nationals and foreign-controlled entities must obtain a permit from the Minister of Internal Affairs and Administration before acquiring real property in Poland. The permit requirement applies to agricultural land, forest land, and – in certain circumstances – urban real estate. Failure to acquire the permit renders the transaction legally void, with no mechanism to cure the defect after the fact.

This alert explains what changed in the permit framework, which buyers are affected, and what steps must be taken before signing. The structure follows three questions: what the current rules require, who falls within the obligation, and what immediate action looks like in practice.

What does the current permit framework require?

Polish law on the acquisition of real property by foreigners – the ustawa o nabywaniu nieruchomości przez cudzoziemców (Act on the Acquisition of Real Property by Foreigners, the Foreigners' Act) – has been in force for decades, but its scope has shifted. The Ministry of Internal Affairs and Administration (MSWiA) issues permits after consulting the Minister of National Defence and, for agricultural land, the Minister of Agriculture. The standard processing time is two months, but complex cases routinely reach six months.

The core rule is straightforward. Any non-EEA national, and any company with non-EEA majority ownership, must hold a valid permit before title transfers. EEA and Swiss nationals are broadly exempt for residential and commercial urban property. However, the exemption does not extend to agricultural or forest land for a transitional period that has now expired – meaning EEA buyers of farmland must also apply in certain scenarios.

One concrete figure matters here: the permit must be obtained before the notarial deed is executed. There is no grace period. A deed signed without a permit is null and void under Polish civil law, and the National Court Register (KRS) will refuse to record the transfer. The Land and Mortgage Register maintained by district courts will similarly reject the application.

  • Permit required: non-EEA nationals acquiring any real property
  • Permit required: companies where non-EEA entities hold more than 50% of shares or votes
  • Permit required: EEA nationals acquiring agricultural or forest land above statutory thresholds
  • Permit not required: EEA/Swiss nationals acquiring urban residential or commercial property
  • Processing time: up to 2 months standard, up to 6 months for contested applications

We secured permit approval for a manufacturing client acquiring an industrial site in the Mazowieckie region (autumn 2025) – a case where the ownership chain included a Singaporean holding company that initially went undetected in the due diligence phase. Early identification saved the client from a void transaction.

Who is affected – and what are the thresholds?

The obligation attaches to the buyer's nationality and ownership structure, not to the property's location or price. Three categories of buyer face mandatory permit requirements under current rules. Each category carries different documentation obligations and review timelines.

First: individual non-EEA nationals. A US, Canadian, or Ukrainian citizen buying any Polish property – residential flat, warehouse, or field – must apply. The application goes to MSWiA and requires proof of ties to Poland (employment, family connection, or long-term residence). A Ukrainian national who has held a Polish temporary residence permit for five years may qualify for an expedited path, but the permit obligation itself remains.

Second: legal entities with non-EEA controlling interests. A Polish spółka z ograniczoną odpowiedzialnością (limited liability company, sp. z o.o.) is still subject to the permit requirement if a non-EEA entity holds more than 50% of its shares or voting rights. This catches many foreign-investor structures. A German GmbH subsidiary of a US parent, for example, may trigger the obligation even though Germany is an EEA member state. The test looks through the immediate shareholder to the ultimate beneficial owner.

Third: EEA nationals acquiring agricultural or forest land. The transitional period that previously shielded EEA buyers from the permit requirement for farmland has expired. Acquisitions of agricultural land above 1 hectare now require either a permit or compliance with the pre-emption framework administered by the Krajowy Ośrodek Wsparcia Rolnictwa (National Agricultural Support Centre, KOWR). KOWR holds a statutory right of pre-emption that can block the transaction entirely if not properly managed.

For foreign investors structuring Polish entry through a real estate acquisition, the ownership analysis must precede the letter of intent. Restructuring after signing is expensive and sometimes impossible. See our guidance on real estate acquisition for Dutch and Benelux investors for a worked example of the ownership-chain analysis.

What immediate action is required?

Speed matters. The permit process cannot run in parallel with the notarial closing. It must complete first. A buyer who identifies the permit requirement only at the notary's office has already lost weeks – and possibly the deal.

The checklist below sets out the minimum preparation required before any foreign buyer proceeds to a binding preliminary agreement (umowa przedwstępna):

  • Ownership chain analysis: map all shareholders up to ultimate beneficial owner level
  • Property classification: confirm whether the land is agricultural, forest, or urban in the Land and Mortgage Register
  • KOWR pre-emption check: verify whether KOWR holds pre-emption rights over the target parcel
  • Permit timeline: build at least three months into the transaction timetable from application to closing
  • Preliminary agreement drafting: include a permit condition precedent with an agreed longstop date

The preliminary agreement is the critical document. It must be drafted to make the permit a condition precedent – not merely a best-efforts obligation. A poorly drafted clause that treats the permit as a formality rather than a condition will leave the buyer exposed to damages if the permit is refused or delayed. For background on how Polish property transactions interact with corporate structuring decisions, see our note on dividend distribution rules for Polish companies – relevant where the acquisition vehicle is a Polish entity distributing profits to a non-EEA parent.

We obtained a full permit for a technology-sector client acquiring commercial premises in Lower Silesia (spring 2026), where the application required coordination between MSWiA, the Ministry of National Defence, and KOWR. The process ran 14 weeks from submission to approval – within the statutory window, but only because the application was filed before the preliminary agreement was signed.

Foreign buyers who have already signed a preliminary agreement without a permit condition face a more urgent problem. The longstop date in the agreement may expire before the permit issues. Renegotiating the extension requires the seller's cooperation. If the seller refuses, the buyer forfeits the deposit and loses the property – an irreversible outcome that no post-closing remedy can fix. For a full procedural walkthrough, see our guide to buying property in Poland, which covers the end-to-end process including permit mechanics.

The permit framework is not a technicality. It is a hard legal gate. Transactions that ignore it do not close late – they fail entirely.

Your specific transaction structure determines whether a permit is required and how long the process will take. Acting without that analysis forfeits the deposit and precludes any recovery.

To receive an expert assessment of your acquisition structure and permit obligations, contact info@kordeckipartners.com. Our team will map the ownership chain, classify the property, and file the permit application before you sign.

Frequently asked questions

Q: Does a Polish sp. z o.o. owned by a US company need a permit to buy property in Poland?

A: Yes. The permit obligation looks through the Polish legal entity to its ultimate beneficial owner. A Polish limited liability company where a non-EEA entity holds more than 50% of shares or voting rights is treated as a foreign buyer under the Act on the Acquisition of Real Property by Foreigners. The company must apply to the Ministry of Internal Affairs and Administration before the notarial deed is signed.

Q: How long does the permit process take, and what does it cost?

A: The standard statutory processing time is two months from the date of a complete application. Complex cases – particularly those involving agricultural land or defence-sensitive locations – regularly take four to six months. The state fee for the permit application is PLN 1,570. Legal fees for preparing the application, ownership analysis, and coordination with KOWR vary by transaction complexity but should be budgeted separately from the state fee.

Q: Can a foreign buyer close the transaction first and obtain the permit afterwards?

A: No. This is the most common misconception. The permit must be obtained before the notarial deed is executed. A deed signed without the required permit is null and void under Polish civil law. There is no retroactive permit, no cure period, and no court remedy that validates a void transaction. The only path forward after a void deed is a new transaction – which requires a new permit and the seller's willingness to re-engage.

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.