Real estate M&A in Poland – structure and due

A German logistics company identifies a warehouse complex near Wrocław. The site looks ideal – good transport links, existing tenants, planning permission in place. Then due diligence begins, and within two weeks the team uncovers an unregistered mortgage, a disputed land boundary, and a commercial lease with a break clause that could empty the building overnight. The deal price drops by 15 percent. Two months later, a competing buyer – who had done the groundwork earlier – closes on a cleaner asset at the original asking price.

Real estate M&A in Poland follows two principal structures: an asset deal (direct purchase of the property) or a share deal (acquisition of the company holding the property). The choice affects transfer tax, VAT treatment, and the scope of buyer liability. Polish law imposes mandatory notarial form for all real property transfers, and the National Court Register (KRS) or Land and Mortgage Register (KW) must reflect the change of ownership before the transaction is considered complete. Due diligence typically takes four to eight weeks and determines both price and structure.

This guide walks through the structural choice, the due diligence process, key risk areas, and common mistakes made by first-time buyers in the Polish market. Three business scenarios – logistics, office, and mixed-use residential – illustrate how the same legal framework produces different outcomes depending on asset type and buyer profile.

How should buyers choose between an asset deal and a share deal in Poland?

The structural choice is the first decision, and it shapes everything that follows. An asset deal means the buyer acquires the real property directly. A share deal means the buyer acquires the shares of the Polish company that owns the property – typically a spółka z ograniczoną odpowiedzialnością (limited liability company, sp. z o.o.) or a spółka akcyjna (joint-stock company, SA). Each route carries a distinct tax profile and liability exposure.

In an asset deal, the buyer pays civil-law transaction tax (podatek od czynności cywilnoprawnych, PCC) at 2 percent of the property's market value. If the seller is a VAT payer and the transaction meets the conditions for VAT treatment, PCC may be avoided – but the parties must opt into VAT in writing before the notarial deed. Transfer of title requires a notarial deed executed before a Polish notary public; the fee is capped by statute and scales with transaction value, reaching a ceiling of PLN 10,000 for transactions above PLN 2m.

A share deal transfers the corporate vehicle rather than the land itself. PCC applies at 1 percent of the share value – typically lower than 2 percent of property value. Critically, the buyer inherits all historic liabilities of the target company: tax arrears, environmental obligations, undisclosed litigation. This is why share deals demand deeper due diligence than asset deals. The National Court Register (KRS) should be checked for any pending insolvency or restructuring proceedings before signing a term sheet.

Asset deal: 2 percent PCC (or VAT), notarial deed mandatory, clean title from day one
Share deal: 1 percent PCC on shares, historic liabilities transfer, KRS and KW checks essential
Mixed structure: asset deal combined with business transfer provisions for operational continuity

For foreign investors, the structure also determines whether a permit from the Minister of Interior is required. Non-EEA buyers must obtain a permit to acquire real property in Poland. EEA buyers are generally exempt, but agricultural and forest land triggers separate restrictions under agricultural land legislation regardless of buyer nationality. Failing to obtain a required permit renders the acquisition void – an irreversible consequence that forfeits the investment and any costs incurred.

What does real estate due diligence cover in Poland?

Due diligence in a Polish real estate transaction covers four parallel workstreams: legal title, planning and construction, environmental, and commercial. Each workstream has a defined output – a section of the due diligence report – and a typical timeline. The full process runs four to eight weeks for a standard commercial asset; complex portfolios or development sites can extend to 12 weeks.

Legal title review starts with the Land and Mortgage Register (KW), maintained by the district courts and accessible online through the Ministry of Justice portal. The KW reveals mortgages, easements, usufruct rights, pre-emption rights, and any court-ordered entries restricting disposal. A clean KW is necessary but not sufficient: the buyer must also trace the chain of title back through prior transfers to confirm no defect was introduced earlier. We secured a reversal of a title defect claim exceeding PLN 3m for a logistics client in the Dolnośląskie (Lower Silesia) region (autumn 2025) – the defect had been invisible in the current KW entry but appeared in the archived deed from 2009.

Planning and construction review checks whether the building has a valid occupancy permit (pozwolenie na użytkowanie) and whether any unauthorised works were carried out. Unauthorised works can trigger demolition orders from the Chief Construction Supervision Inspectorate (Główny Inspektor Nadzoru Budowlanego, GINB). The buyer should also verify that the local spatial development plan (miejscowy plan zagospodarowania przestrzennego, MPZP) permits the intended use. If no MPZP exists, the buyer must rely on a planning decision, which is time-limited and may impose conditions.

Commercial due diligence reviews all lease agreements binding on the property. Under Polish civil law, a lease follows the property on transfer – the buyer steps into the landlord's shoes automatically. Key points include: lease term and break options, rent review mechanisms, tenant deposit arrangements, and any side letters not registered in the KW. For guidance on reviewing office lease terms, see our analysis of office lease review key points for tenants.

What environmental risks should buyers assess before signing?

Environmental due diligence is the workstream most often underestimated by first-time buyers in Poland. The risk is asymmetric: remediation costs for contaminated industrial land can reach tens of millions of PLN, and the obligation runs with the land – meaning the buyer inherits it unless specific contractual protections are in place. Personal liability of directors for environmental damage can also arise under Polish environmental legislation, adding urgency to pre-signing checks.

The starting point is the Central Register of Contaminated Sites (Rejestr historycznych zanieczyszczeń powierzchni ziemi), maintained by the Chief Inspectorate for Environmental Protection (Główny Inspektorat Ochrony Środowiska, GIOŚ). If the site appears on this register, a remediation plan may already be in force. If it does not appear, prior industrial use still warrants Phase I and Phase II environmental site assessments before exchange of contracts.

Industrial assets – former factories, logistics parks built on brownfield land, fuel storage facilities – carry the highest contamination risk. A Phase II assessment involves soil and groundwater sampling and typically costs between PLN 30,000 and PLN 150,000 depending on site size. That cost is modest compared to a remediation liability running into eight figures. Our detailed analysis of environmental liability for industrial operations in Poland sets out the regulatory framework in full.

Check the GIOŚ contaminated sites register before commissioning physical surveys
Phase I desktop review: two to three weeks, PLN 5,000–15,000
Phase II sampling: three to six weeks additional, PLN 30,000–150,000
Negotiate environmental indemnities or escrow holdback in the SPA if contamination is found

Construction disputes on sites with ongoing development add a separate layer of risk. FIDIC-based contracts are standard on larger Polish construction projects, and disputes over delay claims or defect liability can tie up a site for years. Buyers acquiring development assets mid-construction should review all FIDIC contract schedules and any pending engineer's determinations before signing. Our firm's FIDIC disputes practice has handled claims exceeding PLN 100m on Polish infrastructure projects.

To receive an expert assessment of environmental risk in your target acquisition, contact info@kordeckipartners.com.

What are the three main transaction structures by asset type?

The same legal framework produces different optimal structures depending on asset type. Three scenarios illustrate the practical divergence: a logistics warehouse, a Warsaw office building, and a mixed-use residential development. Each scenario involves different tax treatment, different due diligence priorities, and different timeline pressures.

Logistics warehouse (Mazowieckie region, manufacturing buyer). The buyer is a Polish sp. z o.o. acquiring a single-tenant warehouse. Asset deal structure is preferred: the buyer wants clean title without inheriting the seller's corporate history. VAT treatment is available if both parties are VAT payers and the transaction does not constitute a transfer of an organised enterprise. The critical due diligence item is the existing lease – a ten-year triple-net lease with a rent review tied to HICP inflation. The buyer must model the rent trajectory and verify that the tenant's break option (exercisable in year five) does not undermine the investment thesis.

Warsaw office building (IT sector, foreign investor). The seller holds the building through a Luxembourg Société à Responsabilité Limitée (S.à r.l.). A share deal is proposed to preserve the existing financing structure and avoid triggering mortgage re-registration costs. The buyer commissions a full tax due diligence in addition to legal review: historic transfer pricing positions, deferred tax liabilities, and VAT reclaim positions all require verification. The KRS filing for the share transfer must be made within seven days of signing. For cross-border structuring considerations, see our overview of real estate structures through Luxembourg.

Mixed-use residential development (Małopolska region). The target is a development company holding planning permission for 200 apartments. The share deal structure is used to transfer the planning permission without triggering a fresh application – permissions attach to the land, not the company, but the corporate vehicle holds the construction contract and pre-sale agreements. Due diligence must cover the validity of the MPZP designation, the status of utility connection agreements, and any pre-sale contracts already signed with individual buyers. We obtained interim measures protecting development assets worth over EUR 4m for a regional developer in Małopolska (spring 2026) when a competing party challenged the planning permission mid-transaction.

What are the most common mistakes in Polish real estate M&A?

Experience across more than 40 real estate transactions identifies a consistent set of errors. Most are avoidable. All of them are expensive. The pattern is the same: a buyer moves quickly to secure the asset, compresses due diligence, and discovers the problem after exchange – when the leverage to renegotiate has gone.

The first mistake is treating the KW as a complete picture of title. The KW records current encumbrances but does not capture all contractual restrictions. A right of first refusal granted by contract but not registered in the KW is still binding on the buyer if the buyer had actual or constructive knowledge of it. Sellers are not always forthcoming about unregistered rights. Requesting a full disclosure letter and reviewing the underlying transaction documents is the only reliable safeguard.

The second mistake is underestimating the timeline for regulatory approvals. Transactions involving agricultural land require consent from the Agricultural Property Agency (Krajowy Ośrodek Wsparcia Rolnictwa, KOWR), which has a statutory period of one month to exercise its pre-emption right. Transactions above certain thresholds may require notification to the Office of Competition and Consumer Protection (Urząd Ochrony Konkurencji i Konsumentów, UOKiK) under merger control rules. Failing to account for these periods in the transaction timetable creates breach-of-contract risk if the long-stop date is missed.

The third mistake is inadequate SPA drafting on representations and warranties. Polish law does not imply the same level of seller warranties as English law. The buyer must negotiate express warranties on title, planning, environmental condition, and lease compliance. A warranty period of two to three years is standard; a longer period should be sought for environmental and tax warranties. Without express warranties, the buyer's remedies are limited to the narrow statutory defect liability (rękojmia) regime.

Obtain a full disclosure letter covering unregistered contractual rights
Build KOWR and UOKiK timelines into the long-stop date from day one
Negotiate express SPA warranties – do not rely on statutory rękojmia alone
Commission Phase I environmental review before price is fixed, not after
Verify occupancy permits for all structures on the site, including ancillary buildings

For buyers structuring their first Polish acquisition, the complexity of the regulatory environment is the main source of delay. A transaction that looks straightforward on a term sheet can require coordination between the notary, KRS, KOWR, GIOŚ, and UOKiK simultaneously. Engaging experienced local counsel at the term sheet stage – not after signing – is the single most effective risk-mitigation measure available.

For a tailored strategy on structuring your Polish real estate acquisition, reach out to info@kordeckipartners.com.

Frequently asked questions

Q: How long does a standard real estate M&A transaction take in Poland from term sheet to closing?

A: A straightforward asset deal involving a single commercial property typically closes in eight to twelve weeks from term sheet. That timeline assumes four to six weeks for due diligence, two weeks for SPA negotiation, and one to two weeks for notarial completion and post-closing registrations. Share deals involving regulatory approvals – particularly KOWR pre-emption or UOKiK merger notification – can extend to five or six months. Building the regulatory timeline into the long-stop date from the outset avoids unnecessary breach-of-contract exposure.

Q: Is it true that foreign investors can freely buy commercial property in Poland without any permit?

A: This is a common misconception. EEA-based investors generally do not require a permit from the Minister of Interior for commercial real property. However, agricultural and forest land is subject to separate restrictions under agricultural property legislation, regardless of whether the buyer is from the EEA. Non-EEA investors require a permit for all categories of real property in Poland. Buyers should confirm their permit status before signing any binding document, because acquiring property without a required permit renders the transaction void under Polish law.

Q: What warranty period should a buyer seek in a Polish real estate SPA?

A: Market practice in Poland places general SPA warranties at two to three years from closing. Environmental and tax warranties should be negotiated for a longer period – typically five years – to align with the limitation periods under Polish environmental and tax law. Title warranties are sometimes sought for the full statutory limitation period of six years. Warranty caps are typically set at between 20 and 100 percent of the purchase price, depending on asset risk profile and negotiating dynamics. Warranty and indemnity insurance is increasingly available in the Polish market and can bridge gaps between buyer and seller positions.

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 transactions, construction disputes, and cross-border property M&A. We work with Polish entrepreneurs, foreign investors, and in-house legal teams. To discuss your situation, contact info@kordeckipartners.com.