A German logistics fund identifies a Warsaw warehouse complex generating stable rental income. The seller offers two routes: buy the underlying real estate directly, or acquire the shares of the Polish special purpose vehicle (SPV) that holds the title. Each path carries a different tax burden, a different liability profile, and a very different due diligence checklist. Choosing the wrong structure can cost several percentage points of deal value – or forfeit the transaction entirely if a title defect surfaces after closing.

Real estate M&A in Poland follows two primary structures: an asset deal (direct acquisition of real property) and a share deal (acquisition of the entity that owns the property). Polish civil law governs the transfer of real property through notarial deed, while corporate law governs share transfers. The choice of structure affects VAT treatment, stamp duty, land register fees, and the scope of warranties required. A thorough due diligence process – covering title, planning, environmental status, and existing leases – typically takes four to eight weeks and must precede any binding commitment.

This guide walks through the two deal structures, the due diligence checklist, common pitfalls, and three business scenarios drawn from practice. It also addresses the specific concerns of foreign buyers, including permit requirements and cross-border tax planning.

What are the two deal structures for real estate M&A in Poland?

The fundamental choice is between buying the property itself and buying the company that owns it. Each structure has a distinct legal basis, tax treatment, and risk allocation. Getting this choice right at the term-sheet stage saves significant renegotiation later.

In an asset deal, the buyer acquires title to the real property directly. Transfer requires a notarial deed executed before a Polish notary. The deed is then registered in the Land and Mortgage Register (Księga Wieczysta) maintained by the district courts. Notarial fees are capped under Polish law at roughly PLN 10,000 for high-value transactions, but court registration fees and civil law transaction tax (podatek od czynności cywilnoprawnych, PCC) at 2% of the agreed price also apply – unless the transaction qualifies for VAT treatment, which displaces PCC.

In a share deal, the buyer acquires the shares of the SPV. No notarial deed is required for the property transfer itself, since the property stays with the same legal entity. The National Court Register (KRS) records the change of ownership at the corporate level. This structure can offer VAT efficiency and cleaner post-closing integration, but the buyer inherits all historical liabilities of the SPV – tax, environmental, and contractual. A share deal therefore demands a broader scope of due diligence than a pure asset deal.

  • Asset deal: clean title transfer, but PCC exposure at 2% unless VAT applies
  • Share deal: inherited liabilities, but potential VAT and stamp duty savings
  • Hybrid: asset deal wrapped in a demerger (podział spółki) for tax efficiency
  • Forward purchase: commitment to buy a property once construction reaches practical completion

The hybrid route – a statutory demerger that hives off the property into a new entity before the share sale – is increasingly used in larger transactions. It separates the clean asset from legacy liabilities while preserving some of the tax advantages of a share deal. The process takes a minimum of three months and requires court approval, so it must be planned well ahead of the intended closing date.

How does due diligence work in a Polish real estate transaction?

Due diligence in Polish real estate M&A has five core workstreams: title and encumbrances, planning and building permits, environmental status, lease and occupancy review, and corporate/tax history (in a share deal). Each workstream has its own timeline and its own deal-breaking risk category. Missing even one can expose the buyer to liability that no indemnity can fully cure.

Title review starts with the Land and Mortgage Register, which is publicly accessible online through the Ministry of Justice portal. The register discloses mortgages, easements, usufruct rights, and any court-ordered restrictions. A clean register is necessary but not sufficient: historical chain-of-title issues – particularly properties that changed hands during post-war nationalisation and later restitution claims – require a separate archive review. The National Court Register (KRS) and the Polish Financial Supervision Authority (KNF) filings may also be relevant where the seller is a regulated entity or a listed company.

Planning and building permit review covers the local spatial development plan (miejscowy plan zagospodarowania przestrzennego, MPZP) and any individual development conditions issued for the site. We secured a title clearance and planning confirmation for a retail asset in the Mazowieckie region (autumn 2025), allowing a Dutch investor to close within 45 days of signing the letter of intent – half the market average.

Environmental review has become a standard workstream following the transposition of EU environmental liability rules into Polish law. Phase I and Phase II assessments are now expected by institutional buyers and their lenders. A contaminated site can trigger remediation obligations running into tens of millions of PLN, and the seller's indemnity may be worth little if the seller is a shell company.

Lease review maps all existing commercial lease agreements, rent levels, break options, and tenant security deposits. Under Polish civil law, a lease follows the property in an asset deal – the buyer steps into the landlord's shoes automatically. In a share deal, the leases remain with the SPV and no novation is required, which can be an advantage where tenants have pre-emption rights or change-of-control clauses.

What are the most common pitfalls in Polish real estate deals?

Three categories of mistake account for most deal failures or post-closing disputes in Polish real estate M&A: title defects discovered after signing, underestimated tax exposure, and overlooked lease provisions. Each carries an irreversible consequence if not caught before the notarial deed is executed.

Title defects are the most acute risk. A mortgage that was not discharged before closing, or a restitution claim filed by a former owner's heir, can render the buyer's title voidable. Polish civil law provides a good-faith purchaser protection, but it applies only where the Land and Mortgage Register showed a clean title at the time of acquisition. If the defect was already registered – or if the buyer had actual knowledge – the protection does not apply. This forfeits the buyer's ability to rely on the register and may require expensive litigation to resolve.

Tax exposure in a share deal is the second common trap. The buyer inherits the SPV's entire tax history. Polish tax law allows the tax authorities to assess additional CIT, VAT, or transfer pricing adjustments for five years from the end of the tax year in question. A transaction without a full tax due diligence – including review of VAT treatment of historical property acquisitions, depreciation schedules, and any related-party transactions – leaves the buyer exposed to claims that can exceed PLN 5m on a mid-sized portfolio.

What to prepare before signing a preliminary agreement:

  • Current Land and Mortgage Register extract (updated within 7 days)
  • Seller's corporate documents and KRS printout
  • Copies of all lease agreements and rent schedules
  • Valid building permit and occupancy certificate
  • Environmental Phase I report (or confirmation none was commissioned)

Lease provisions are the third area. A commercial lease agreement in Poland can include a tenant's right of first refusal on sale, a change-of-control clause that triggers early termination, or an indexation mechanism that is being disputed. Any of these can reduce the asset's value materially. We obtained interim relief protecting rental income of over EUR 3m for a Silesian logistics client facing a contested lease termination (spring 2026).

How should foreign investors approach real estate M&A in Poland?

Foreign investors face two layers of Polish law that domestic buyers do not: permit requirements for non-EU nationals acquiring real property, and cross-border tax structuring constraints. EU and EEA nationals are largely exempt from permit requirements for commercial property, but investors from outside the EEA – including US, UK post-Brexit, and Asian buyers – must obtain a permit from the Minister of Interior and Administration before completing an acquisition. The permit process takes up to two months and requires a showing of genuine connection to Poland or a business justification.

Cross-border tax structuring for real estate in Poland has been significantly constrained since the introduction of the real estate company (spółka nieruchomościowa) rules. Under Polish corporate income tax law, a company whose assets consist of more than 50% real property located in Poland, and whose real property value exceeds PLN 10m, is classified as a real estate company. Gains on the sale of shares in such a company are taxable in Poland, regardless of where the seller is resident. This rule effectively neutralises many offshore holding structures that were used before 2021.

For buyers considering the French or Romanian market alongside Poland, the structural considerations differ significantly. Our guide on buying property in Poland as a French national addresses permit requirements and bilateral treaty interaction in detail. Similarly, investors from south-eastern Europe may find our guide on buying property in Poland as a Romanian national a useful starting point for structuring the acquisition vehicle.

Three business scenarios illustrate how structure choice varies by investor type. A German logistics fund acquiring a single warehouse will typically use a share deal to preserve VAT recovery on the original construction. A French family office buying a Warsaw apartment portfolio will usually prefer an asset deal to avoid inheriting SPV liabilities. An IT company from outside the EEA acquiring an office building for its own use will need to factor in the permit timeline and may find a forward purchase structure more practical while the permit is pending.

Board liability is a further concern in share deals involving Polish SPVs. Where the target company has outstanding tax arrears, the acquirer's nominee directors may face personal liability under Polish tax ordinance rules. Our analysis of board liability for tax arrears sets out the conditions under which personal liability arises and how to manage it through deal structuring.

Construction-related disputes are a separate risk category for forward purchases and development acquisitions. FIDIC disputes – particularly claims under the Red Book for cost overruns and delay – are common in Polish development projects. Buyers acquiring assets under construction should ensure that the FIDIC contract administrator's role is clearly defined and that any existing claims are disclosed and quantified before signing.

For a tailored strategy on structuring your Polish real estate acquisition, reach out to info@kordeckipartners.com. Our team will assess your specific situation, identify the irreversible risks before any binding commitment is made, and map the optimal structure for your investment.

Frequently asked questions

Q: How long does a typical real estate M&A transaction in Poland take from letter of intent to closing?

A: A straightforward asset deal with no permit requirement can close in six to ten weeks from letter of intent, assuming due diligence materials are provided promptly. A share deal with full tax due diligence typically takes ten to fourteen weeks. Transactions requiring a permit from the Minister of Interior and Administration should budget an additional two months. Forward purchases tied to construction completion have no fixed closing timeline.

Q: Is it true that a share deal always avoids VAT and stamp duty in Poland?

A: This is a common misconception. A share deal avoids the 2% civil law transaction tax on the property itself, but it does not automatically provide VAT savings. The VAT treatment depends on the original acquisition history of the SPV. If the SPV claimed input VAT when it acquired or constructed the property, a subsequent share sale may trigger a VAT adjustment obligation if the property is used differently after the acquisition. Full VAT due diligence on the SPV's history is essential before relying on this assumption.

Q: What is the role of a notary in a Polish real estate transaction, and what does it cost?

A: A Polish notary is a public official who authenticates the deed of transfer and registers it with the Land and Mortgage Register. The notary also collects PCC tax on behalf of the tax authorities. Notarial fees are set by regulation and are capped at approximately PLN 10,000 for transactions above a certain value threshold, though VAT at 23% is added. Court registration fees for the Land and Mortgage Register are separate and range from PLN 200 to PLN 1,000 depending on the type of entry. The notary's role is mandatory – no real property transfer in Poland is valid without a notarial deed.

To discuss how the optimal deal structure applies to your specific 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, due diligence, construction disputes, and cross-border investment 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.