A German logistics company identifies a prime warehouse complex near Wrocław. The seller is a Polish special purpose vehicle (SPV) holding the land title and long-term commercial leases. The buyer's board wants to close within 90 days. On paper, the timeline looks achievable. In practice, the layers of Polish property law, corporate registry requirements, and tax structuring decisions make the first four weeks decisive – and the most consequential mistakes are made before the letter of intent is even signed.
Real estate M&A in Poland can be structured either as an asset deal – the direct acquisition of property rights – or as a share deal, acquiring the SPV that holds the asset. Polish law governs both routes through a combination of the Kodeks cywilny (Civil Code, KC), the Kodeks spółek handlowych (Commercial Companies Code, KSH), and land and mortgage register legislation administered by the National Court Register (KRS). The choice of structure determines the buyer's tax exposure, the scope of due diligence, and the timeline for obtaining regulatory clearances. In most commercial real estate transactions, the share deal is preferred for its VAT efficiency, though it carries full assumption of the target's historical liabilities.
This analysis examines the two principal acquisition structures, the due diligence framework applied in Polish market practice, cross-border considerations for foreign investors, and the strategic outlook for the sector. Each section addresses a specific decision point that counsel and the client's board must resolve before exclusivity is granted.
How do asset deals and share deals differ under Polish law?
The threshold question in any Polish real estate transaction is structure. An asset deal transfers the property itself – land, buildings, and associated rights – directly to the buyer. A share deal transfers ownership of the SPV that holds the asset. Both routes are commercially viable, but they produce fundamentally different legal and tax outcomes, and the due diligence scope changes accordingly.
In an asset deal, title passes by notarial deed. Polish law requires that every transfer of real property ownership be executed before a notary public and entered in the księga wieczysta (land and mortgage register), maintained by the district court. The notary fee is capped by statute and calculated on the transaction value, typically falling between PLN 10,000 and PLN 30,000 for mid-market assets. Civil law transaction tax (podatek od czynności cywilnoprawnych, PCC) of 2% applies where the transaction is VAT-exempt, which makes asset deals involving older, post-first-supply properties more expensive from a buyer's perspective.
A share deal avoids PCC on the property transfer itself. Instead, PCC of 1% applies to the share purchase agreement, calculated on the market value of the shares. For a transaction worth EUR 20m, the saving can exceed PLN 400,000. The trade-off is that the buyer steps into the SPV's shoes entirely. Any undisclosed liabilities – tax arrears, construction defects, environmental obligations – remain with the acquired entity. This is why due diligence in a share deal must cover not only the property but the entire corporate and tax history of the target company.
Foreign investors should note that the Polish Office of Competition and Consumer Protection (UOKiK) may require merger control clearance where the combined turnover thresholds are met. The standard EU threshold of EUR 5bn worldwide and EUR 250m in Poland triggers a European Commission review. Purely domestic concentrations are assessed by UOKiK, with a review period of up to one month for Phase I and four months for Phase II. Failing to notify is a personal liability risk for board members of the acquiring entity.
- Asset deal: notarial deed required, PCC at 2% if VAT-exempt, clean title from closing
- Share deal: PCC at 1% on share value, full assumption of SPV liabilities
- VAT: first supply of new buildings attracts 23% VAT; subsequent supplies may be exempt or subject to option to tax
- Merger control: UOKiK Phase I within one month, Phase II within four months
- Foreign ownership: EU nationals face no restrictions; non-EU buyers of agricultural or forest land require Ministry of Agriculture permit
What does a Polish real estate due diligence process cover?
Due diligence in a Polish real estate transaction has three parallel tracks: legal title and encumbrances, planning and construction compliance, and commercial lease review. Running all three simultaneously is standard practice for transactions with a 60-to-90-day exclusivity window. Gaps in any track can reopen price negotiations or trigger representations and warranties insurance claims post-closing.
Title due diligence begins with the land and mortgage register. Polish registers are public and searchable online through the Ministry of Justice portal. The register is divided into four sections: ownership, perpetual usufruct rights, encumbrances, and mortgages. A buyer's counsel must verify that the seller's title chain is unbroken, that no undisclosed mortgage or easement exists, and that the property is not subject to any pre-emption right held by a third party. The State Treasury, local municipalities, and co-owners all hold statutory pre-emption rights in defined circumstances under the Civil Code. Failure to honour a pre-emption right renders the transaction voidable within one month of the right-holder's notification.
We secured a reversal of a contested title claim for a logistics investor in Lower Silesia (autumn 2025), where a municipal pre-emption right had not been disclosed in the seller's data room. Early register analysis allowed the buyer to restructure the transaction timeline and avoid a voidable closing.
Planning and construction compliance is the second track. Counsel must review the local spatial development plan (miejscowy plan zagospodarowania przestrzennego, MPZP) to confirm permitted use. Where no MPZP exists – which remains common outside major urban centres – the buyer must assess the site's development conditions decision (warunki zabudowy, WZ). A building permit (pozwolenie na budowę) is required for most new construction and must be checked against the as-built state of any existing structures. Occupancy permits (pozwolenie na użytkowanie) confirm that the building was lawfully completed. Missing occupancy permits are one of the most common defects found in Polish real estate due diligence and can require retroactive regularisation proceedings lasting up to 12 months.
Commercial lease review – the third track – is particularly important for income-producing assets such as office buildings, retail parks, and logistics centres. A buyer acquiring a fully leased asset must verify that each commercial lease is valid, properly executed, and registered where required. Under Polish law, a lease for a fixed term exceeding one year must be in writing; a lease for more than 30 years is treated as indefinite after that period. Leases entered into before the current owner acquired the property bind the new owner by operation of law, but their terms – including rent indexation clauses, break options, and service charge structures – can significantly affect the asset's income profile. For detailed guidance on specific lease review points, see our analysis at office lease review for Switzerland tenants.
A parallel financial due diligence track should address the SPV's tax position. The Polish National Revenue Administration (KAS) can audit tax settlements going back five years. Any underpaid CIT, VAT, or transfer pricing adjustments identified post-closing remain the buyer's problem in a share deal. Buyers in larger transactions increasingly use tax warranty and indemnity insurance to cap this exposure.
What are the key risks for foreign investors acquiring Polish real estate?
Foreign investors face a distinct risk profile when entering the Polish market. Regulatory, tax, and practical risks combine in ways that are not always visible from a Western European legal perspective. Understanding the specific Polish mechanisms – rather than assuming equivalence with German, French, or UK law – is the single most important preparation a foreign buyer can make.
The perpetual usufruct (użytkowanie wieczyste) regime remains one of the most misunderstood features of Polish real estate law. Under this framework, the State Treasury or a municipality retains ultimate ownership of the land while granting a 99-year use right to the holder, renewable on expiry. Annual fees – typically 1% to 3% of the official land value – are payable and can be updated by the public authority. Poland has been converting perpetual usufruct rights to full ownership for residential land since 2019, but commercial land conversion remains a case-by-case administrative process. A foreign buyer acquiring an asset held under perpetual usufruct must factor in the annual fee obligation and the risk of an update to the official land value, which can increase the carrying cost materially.
FIDIC disputes are a second area of risk for investors acquiring development-stage or recently completed assets. Poland's construction sector relies heavily on FIDIC contract forms for major infrastructure and commercial projects. Defect liability periods under FIDIC Silver and Yellow Books run for 12 months from taking-over, but the statutory warranty period under the Civil Code runs for five years for structural defects. A buyer acquiring a newly completed building takes on the benefit of any outstanding FIDIC claims against the contractor, but must also assess whether the original construction contract was properly novated or assigned. Unresolved FIDIC disputes can reduce asset value and complicate financing arrangements with Polish or international lenders.
We obtained interim protective measures securing assets worth over EUR 8m for a Dutch investor's subsidiary in the Mazowieckie region (spring 2026), where a FIDIC defect liability dispute had not been disclosed during the seller's initial data room presentation. Early identification allowed the buyer to negotiate a price reduction and an escrow arrangement at signing.
Tax structuring for foreign investors must also address the Polish withholding tax (WHT) regime. Dividends paid by a Polish SPV to a foreign parent are subject to 19% WHT, reducible under applicable double taxation treaties to 5% or 0% for qualifying EU/EEA investors. However, the Polish beneficial owner rules, tightened significantly since 2019, require the recipient to demonstrate substantive economic presence in its jurisdiction. Treaty shopping structures without genuine substance have been successfully challenged by KAS. Investors relying on intermediate holding companies should obtain a specific binding ruling (interpretacja indywidualna) from the Director of National Tax Information before closing.
For investors with multi-jurisdictional holding structures, the interaction between Polish tax rules and Pillar Two global minimum tax obligations adds another layer of analysis. Our dedicated guidance at Pillar Two – practical steps for Polish subsidiaries addresses this in detail.
How should the transaction be structured to protect the buyer post-closing?
Structuring the contractual protections in a Polish real estate M&A transaction requires balancing three competing objectives: maximising the scope of representations and warranties, setting enforceable limitation periods, and allocating known risks through specific indemnities. Polish law gives the parties wide contractual freedom, but certain statutory protections cannot be excluded.
Representations and warranties in Polish M&A practice follow the Anglo-Saxon model but are interpreted under Polish civil law. A buyer who discovers a defect after closing must elect between the statutory warranty regime (rękojmia) and the contractual indemnity regime. The statutory warranty period for title defects is five years from delivery. Contractual limitation periods can extend or shorten this, but courts have held that exclusion of liability for wilful concealment of defects is void. The practical implication: sellers who are aware of a title or planning defect and do not disclose it face unlimited liability regardless of the contractual cap.
Specific indemnities are appropriate for identified risks that cannot be remedied before closing. Common examples include pending administrative proceedings, undisclosed environmental liabilities, and outstanding construction permit regularisations. A well-drafted indemnity specifies the exact risk, the indemnifying party's obligation, and the procedure for making a claim. An escrow – typically 10% to 15% of the transaction value held for 12 to 24 months – is the standard security mechanism in the Polish market.
The notarial deed for an asset deal must contain a voluntary submission to enforcement (poddanie się egzekucji) clause under the Code of Civil Procedure. This allows the buyer to enforce the seller's payment obligations – such as an indemnity for a misrepresentation – directly through court enforcement proceedings without first obtaining a separate judgment. The clause must specify the maximum amount and the time limit for enforcement, typically set at 130% of the transaction value and five years from closing.
Financing conditions add a further structural layer. Polish banks and international lenders active in Poland require a legal due diligence report, a title insurance policy, and a registered mortgage as security for acquisition financing. The mortgage must be entered in the land and mortgage register; the registration fee is 200 PLN plus 0.1% of the secured amount. Registration takes between two and eight weeks at most Polish courts, which means financing conditions must be coordinated with the closing timeline from the outset.
For investors acquiring office assets with cross-border tenant portfolios, our detailed review of lease structuring considerations is available at office lease review for Slovakia tenants.
What is the strategic outlook for real estate M&A in Poland?
Poland's real estate investment market has matured significantly over the past decade. Warsaw now ranks among the top ten European cities for commercial real estate investment volume. The logistics and industrial sector – driven by nearshoring trends and Poland's position as a Central European distribution hub – accounts for a growing share of transaction activity. Office and retail assets are undergoing repricing as ESG compliance requirements become a standard part of institutional buyers' investment criteria.
The regulatory environment is tightening in ways that affect transaction timelines. The amendment to the spatial planning legislation, which entered into force in 2024, requires municipalities to update their local spatial development plans within defined deadlines and introduces a new general plan (plan ogólny) at the municipal level. For buyers of development land, the transition period creates uncertainty about permitted uses that must be carefully assessed in due diligence. Assets with valid building permits already issued are insulated from the new framework but command a corresponding premium.
ESG due diligence is becoming a standard component of the legal due diligence process for institutional and cross-border transactions. Buyers from EU jurisdictions subject to the Corporate Sustainability Reporting Directive (CSRD) must assess the acquired asset's energy performance certificate, carbon footprint, and compliance with EU taxonomy criteria. Polish law requires an energy performance certificate (świadectwo charakterystyki energetycznej) for buildings sold or leased; failure to provide one triggers an administrative fine of up to PLN 5,000. For larger portfolios, the energy performance data must be integrated into the buyer's own sustainability reporting from the first reporting period after closing.
The buy property Poland market is also seeing increased activity from family offices and private equity vehicles seeking yield compression plays in regional cities – Kraków, Wrocław, Poznań, and Gdańsk. These transactions often involve assets with more complex title histories and planning situations than prime Warsaw properties. A real estate lawyer Warsaw-based or with deep regional market knowledge is not a luxury in these deals – it is a prerequisite for managing the risk that standard documentation does not capture.
Looking forward, the interaction between Polish zoning reform, ESG-driven repricing, and the continued growth of the logistics sector will create both opportunities and structural complexity for investors. Buyers who invest in thorough due diligence and careful transaction structuring at the outset are best positioned to close on schedule and protect their returns over the holding period.
Checklist: What to prepare before signing a letter of intent
- Land and mortgage register extract (current, from the Ministry of Justice portal) confirming title chain and encumbrances
- Corporate documents of the target SPV: KRS extract, articles of association, shareholder resolutions authorising the sale
- Planning documents: current MPZP or WZ decision, building permit, occupancy permit
- Lease agreements with all amendments, side letters, and rent payment records for the past 24 months
- Tax compliance confirmation: CIT and VAT filings for the past five years, any pending KAS audit notifications
Specific transaction facts require specific legal analysis. A due diligence gap identified after exclusivity expires – or after a letter of intent has locked in the price – forfeits the buyer's negotiating position on remedies and price adjustments in ways that are difficult to reverse.
To receive an expert assessment of your acquisition structure and due diligence scope, contact info@kordeckipartners.com.
Frequently asked questions
Q: How long does a typical real estate M&A transaction take to close in Poland?
A: A straightforward share deal with a clean due diligence outcome can close in 60 to 90 days from signing the letter of intent. Asset deals involving title regularisation or pending planning proceedings routinely take 120 to 180 days. Merger control clearance from UOKiK adds at least one month for Phase I. Building in a realistic timeline from the outset prevents the pressure that leads to inadequate due diligence.
Q: Is it true that foreign buyers cannot acquire real estate in Poland?
A: This is a common misconception. EU and EEA nationals and companies acquire Polish real estate on the same terms as Polish entities, with no permit requirement. Non-EU buyers face restrictions only for agricultural land and forest land, which require a permit from the Ministry of Agriculture and Rural Development. Commercial real estate – offices, logistics, retail, and residential development land in urban areas – is fully open to non-EU investment without administrative clearance, though merger control thresholds still apply.
Q: What does a legal due diligence report for a Polish real estate acquisition typically cost?
A: Fees vary significantly by asset complexity and transaction size. For a single-asset share deal involving a mid-market logistics property (EUR 10m to EUR 30m), a full-scope legal due diligence report – covering title, planning, leases, and corporate/tax – typically ranges from PLN 50,000 to PLN 150,000 depending on the volume of documentation and the number of leases. Portfolio transactions are priced on a per-asset basis with volume discounts. Engaging counsel with experience in both Polish real estate law and the specific asset class reduces both cost and the risk of missed issues.
Your transaction's specific structure, timeline, and risk profile require tailored legal input. Proceeding without a complete due diligence picture – particularly in a share deal – creates personal liability exposure for the buyer's board and forfeits the ability to adjust price or seek indemnities for known risks.
To discuss how Polish real estate M&A structuring applies to your acquisition, email 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 M&A, construction disputes, and commercial lease structuring. 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.