A foreign investor acquires a Polish special-purpose vehicle holding a Warsaw logistics park. The notarial deed is signed. Three months later, the buyer discovers an undisclosed mortgage, a disputed commercial lease running until 2031, and a pending FIDIC dispute with the general contractor. Each issue was visible in public registers – but nobody looked carefully enough.
Real estate M&A in Poland typically takes one of two forms: an asset deal (direct transfer of property by notarial deed) or a share deal (acquisition of a Polish entity holding the real estate). The choice of structure determines which due diligence workstreams apply, which taxes are triggered, and which liabilities transfer to the buyer. Polish law imposes specific disclosure obligations on sellers, but buyers who rely on those obligations alone routinely inherit problems that a targeted review would have caught within days.
This alert covers the two dominant transaction structures, the due diligence items that most often surface late, and the immediate steps buyers should take before any binding offer is signed. The thresholds and deadlines referenced below are those currently in force under Polish law.
What are the two main structures for acquiring Polish real estate?
The choice between an asset deal and a share deal is the first decision in any Polish real estate transaction. It shapes tax exposure, timeline, and the scope of seller warranties. Getting it wrong at the term-sheet stage is expensive to fix later.
In an asset deal, the buyer purchases the property directly. Transfer requires a notarial deed executed before a Polish notary. The buyer pays civil-law transaction tax (podatek od czynności cywilnoprawnych, PCC) at 2% of the agreed value for land and buildings. If VAT applies – which it does for first-supply commercial transactions within two years of completion – PCC is not charged, but VAT at 23% must be accounted for correctly. The National Court Register (KRS) and the Land and Mortgage Register (Księga Wieczysta) must both be updated within 30 days of completion.
A share deal avoids PCC on the property itself. Instead, PCC applies to the share transfer at 1% of the share value. The buyer acquires the target entity together with all its liabilities – disclosed and undisclosed. This is why share-deal due diligence must extend beyond the property title to cover corporate history, tax exposure for the prior five years, and any off-balance-sheet obligations. The Polish Financial Supervision Authority (KNF) becomes relevant where the target holds regulated financial instruments or operates in a supervised sector.
A third hybrid structure – a contribution of real estate into a newly formed entity followed by a share sale – is occasionally used to optimise stamp duty and reorganise group ownership. It triggers its own regulatory steps, including notification to the Office of Competition and Consumer Protection (UOKiK) if turnover thresholds are met (combined Polish turnover exceeding PLN 1bn, or each party exceeding PLN 50m).
- Asset deal: notarial deed required; PCC at 2% or VAT at 23%
- Share deal: PCC at 1% on shares; full historical liability transfers
- Hybrid: additional regulatory steps; UOKiK notification may apply
- All structures: Land and Mortgage Register update within 30 days
Our team secured a reversal of a disputed PCC assessment exceeding PLN 800,000 for a logistics investor in the Mazowieckie region (autumn 2025). The error arose from misclassifying a VAT-exempt transaction – a structural decision made without tax counsel at term-sheet stage.
What does effective due diligence cover in a Polish real estate deal?
Due diligence in Polish real estate M&A is not a formality. It is the primary mechanism for identifying liabilities that do not appear in the purchase price. Three workstreams cause the most problems: title and encumbrances, lease and operational contracts, and construction-related claims.
Title review starts with the Land and Mortgage Register, which is publicly accessible online. Every mortgage, easement, and usufruct is recorded there. Buyers must also check the KRS for any corporate pledges over shares in the target entity. A clean Land and Mortgage Register does not mean the property is unencumbered – perpetual usufruct rights (użytkowanie wieczyste), which still apply to a significant portion of Polish commercial real estate, carry annual fees and conversion obligations that affect long-term value.
Commercial lease review is the second critical workstream. Long-term leases – particularly those running beyond five years – bind the buyer in an asset deal only if they were concluded in writing with a certified date (data pewna). Leases without that formality are terminable by the buyer on one month's notice. In practice, institutional tenants insist on proper documentation, but secondary assets often have informal arrangements that create post-closing disputes.
Construction and FIDIC disputes represent the third area of risk. Poland's construction sector uses FIDIC contract forms widely for commercial developments. Unresolved contractor claims – particularly for prolongation costs or variation orders – do not extinguish on a property transfer. They follow the entity in a share deal and may follow the asset if the buyer assumes the development agreement. A review of the construction file, including any Dispute Adjudication Board (DAB) proceedings, should be completed before signing.
We obtained interim measures protecting assets worth over EUR 3m for a German investor's subsidiary in Lower Silesia (spring 2026), where a FIDIC prolongation claim had been omitted from the seller's disclosure schedule entirely.
For buyers acquiring property held by a Luxembourg or other EU-based holding structure, the full guide on buying property in Poland as a Luxembourg national sets out the additional permit and corporate steps required under Polish foreign investment rules.
What immediate steps should buyers take before signing?
Speed pressure in competitive processes causes buyers to compress due diligence. That compression is where value is destroyed. The following steps should be completed before any binding offer – not after.
First, extract and review the full Land and Mortgage Register entry, including historical entries. Discharged mortgages occasionally leave residual claims. Perpetual usufruct conversion status should be confirmed: under current Polish legislation, conversion to full ownership is possible for residential use but remains discretionary for commercial plots, with annual fees continuing until conversion is granted.
Second, obtain and review all lease agreements, side letters, and rent-free schedules. Verify that each commercial lease has a certified date. Check break options, rent review mechanisms, and any tenant fit-out obligations that may affect reinstatement costs at lease expiry.
Third, request the full construction file: building permits, occupancy certificates, and any contractor correspondence from the past three years. FIDIC claims have a 28-day notice window under the standard Red Book – claims not notified in time are generally barred, but disputes about whether notice was given are common.
If the target is in financial difficulty or has recently restructured, the restructuring practice page explains how insolvency proceedings affect asset transfers and which transactions may be challenged as preferential within the prior 12 months.
- Land and Mortgage Register: full extract including historical entries
- Lease file: certified dates, break clauses, side letters
- Construction file: permits, occupancy certificate, contractor claims
- Corporate: KRS history, tax clearance certificates for five prior years
- Regulatory: UOKiK notification threshold check before signing
For office acquisitions or transactions involving existing tenants, the office lease review guide for Slovakia tenants illustrates the lease-audit process in detail and applies equally to Polish commercial portfolios.
Specific circumstances in any real estate M&A transaction require early legal input. Waiting until the sale and purchase agreement draft arrives forfeits the ability to shape representations, warranties, and indemnities that protect against the risks identified above.
To receive an expert assessment of your Polish real estate acquisition structure and due diligence scope, contact info@kordeckipartners.com. We will review the transaction structure, identify the applicable tax treatment, and map the due diligence workstreams relevant to your asset class and timeline.
Frequently asked questions
Q: How long does real estate M&A due diligence typically take in Poland?
A: A focused due diligence review for a single commercial asset typically takes two to four weeks, depending on the completeness of the seller's data room. Share deals involving entities with complex corporate histories or pending litigation may require six to eight weeks. Compressing this timeline without reducing scope is possible with experienced counsel, but cutting the scope itself creates post-closing risk that routinely exceeds the time saved.
Q: Is it a misconception that a clean notarial deed means the buyer is fully protected?
A: Yes – this is one of the most common misunderstandings in Polish real estate transactions. A notarial deed transfers title but does not extinguish undisclosed liabilities in a share deal, and it does not override lease agreements that were properly concluded before the transfer. The Land and Mortgage Register provides public-faith protection for mortgages and registered encumbrances, but unregistered rights – including certain easements and long-term leases without certified dates – require separate verification.
Q: What are the costs of a standard real estate due diligence review in Poland?
A: Legal fees for due diligence on a single commercial asset typically range from PLN 20,000 to PLN 80,000, depending on asset complexity, lease volume, and whether construction or environmental issues are in scope. Notarial fees on an asset deal are capped under Polish law and calculated on a sliding scale based on transaction value. Tax advisory fees for structure analysis are typically quoted separately. These costs are modest relative to the indemnity exposure that unreviewed transactions generate.
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 advisory. 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.