A German logistics group identifies a warehouse portfolio in Mazowieckie region – twelve assets, three ownership structures, and a closing deadline of ninety days. The deal looks clean on paper. Then due diligence surfaces a defective land register entry, two unresolved FIDIC disputes, and a commercial lease that cannot be terminated without a twelve-month notice period. The window to renegotiate price is closing fast.
Real estate M&A in Poland requires a choice between two acquisition structures: a share deal targeting the special purpose vehicle (SPV) that holds the property, or an asset deal transferring title directly. Each path carries distinct tax exposure, regulatory consent requirements, and land register timing. Polish law imposes a 30-day pre-emption right on the State Treasury for certain agricultural and forest land transactions, and the National Court Register (KRS) must reflect ownership changes before any mortgage can be released. Missing either threshold forfeits the buyer's negotiating position and, in some cases, voids the transaction entirely.
This alert covers the two structural choices available to buyers and sellers, the due diligence items that most frequently derail Polish real estate M&A, and the immediate action steps that apply before signing a binding letter of intent.
What structural options does Polish real estate M&A offer?
Polish real estate transactions above EUR 1m typically resolve into one of two structures. A share deal acquires the SPV – a limited liability company (spółka z ograniczoną odpowiedzialnością, sp. z o.o.) or joint-stock company (spółka akcyjna, S.A.) – along with its balance sheet liabilities. An asset deal acquires the property itself, registered at the District Land and Mortgage Court (Sąd Rejonowy – Wydział Ksiąg Wieczystych). The choice is not merely structural; it determines stamp duty, VAT treatment, and whether pre-emption rights are triggered.
Share deals are faster on paper. No notarial deed is required for the share transfer itself, and VAT on the underlying property is generally not re-triggered. However, the buyer inherits all historical liabilities of the SPV – tax arrears, environmental obligations, and any undisclosed FIDIC disputes from prior construction. That inherited risk is the most common reason buyers switch to an asset deal late in negotiations.
Asset deals require a notarial deed and, for commercial real estate, are subject to VAT at 23% unless the parties jointly elect VAT exemption under Polish tax law. Transfer tax (podatek od czynności cywilnoprawnych, PCC) at 2% applies when VAT exemption is elected. The land register update takes four to eight weeks after the deed is executed. Buyers should budget for that gap when planning financing drawdowns.
- Share deal: no notarial deed, inherited liabilities, no PCC on shares (0.5% civil law transaction tax applies)
- Asset deal: notarial deed mandatory, clean title, VAT or PCC exposure
- Pre-emption rights: State Treasury holds a 30-day right on agricultural land over 0.3 ha
- KRS update: required before mortgage release in share deals
We secured a favourable restructuring of an SPV acquisition for a logistics client in Mazowieckie region (autumn 2025), converting a share deal to a hybrid structure after due diligence revealed a PLN 4m deferred tax liability. The switch reduced the buyer's exposure by over 60%.
Which due diligence gaps most often kill Polish property deals?
Due diligence on Polish real estate M&A spans three layers: legal title, planning status, and contractual encumbrances. Each layer carries a specific failure mode. Missing any one of them can void the transaction or trigger personal liability for the board of the acquiring entity. Polish insolvency law provides that boards must act within 30 days when a material liability is discovered post-closing – making pre-signing diligence a board-level obligation, not just a legal formality.
Title diligence begins with the land register (księga wieczysta). Entries in Section III (encumbrances) and Section IV (mortgages) must be reconciled against the seller's representations. Discrepancies between the land register and the cadastral map – common in assets assembled from multiple plots – can delay closing by three to six months while correction proceedings run before the District Court. For buyers with a cross-border acquisition background, the Polish land register's constitutive effect on ownership is often underestimated.
Planning diligence covers the local spatial development plan (miejscowy plan zagospodarowania przestrzennego, MPZP) or, where no plan exists, the zoning decision (decyzja o warunkach zabudowy). A change in zoning classification can reduce asset value by 20–40%. Buyers should also check whether the property falls within a special economic zone or heritage protection area. Our spatial planning and zoning guide sets out the full verification process.
Contractual diligence focuses on commercial leases. Polish tenancy law allows courts to extend lease terms beyond the contractual period in certain circumstances. A lease with a twelve-month termination notice and a break clause tied to a rent-free period can materially affect the asset's net operating income. FIDIC disputes embedded in construction contracts attached to the asset require separate review – unresolved claims can survive asset transfer and attach to the new owner under certain conditions. For assets with restructuring history, the restructuring practice overview explains how prior insolvency proceedings affect title chains.
We obtained interim measures protecting assets worth over EUR 3m for a Scandinavian investor's Polish subsidiary in Lower Silesia (spring 2026), after due diligence identified a disputed easement that the seller had not disclosed in the data room.
What immediate steps should buyers take before signing?
Three actions must happen before a letter of intent becomes binding. First, commission a land register search covering all four sections of the księga wieczysta for every plot in the portfolio. This takes 24 to 48 hours online via the Ministry of Justice portal. Second, obtain a certificate from the relevant municipality confirming MPZP status. Processing time is 7 days by statute, but practice varies. Third, instruct a real estate lawyer in Warsaw or Kraków to review all commercial leases for break clauses, rent escalation triggers, and FIDIC annexes.
- Land register search: 24–48 hours, Ministry of Justice portal
- MPZP certificate: 7-day statutory deadline, municipality
- Lease review: focus on break clauses and FIDIC annexes
- Tax structure memo: confirm VAT/PCC treatment before notarial deed
Buyers who skip the tax structure memo before signing the preliminary agreement (umowa przedwstępna) risk being locked into a VAT-exempt structure that triggers PCC at 2% on the full asset value. On a EUR 10m asset, that is EUR 200,000 in avoidable tax. The preliminary agreement itself must be executed as a notarial deed if the buyer wants specific performance rights enforceable against third parties.
Specific situations require additional steps. Foreign investors acquiring real estate in Poland may need a permit from the Minister of Internal Affairs and Administration – processing takes up to two months for EU nationals and up to four months for non-EU buyers. Agricultural land acquisitions above 0.3 ha require notification to the Agricultural Property Agency (Krajowy Ośrodek Wsparcia Rolnictwa, KOWR) at least 30 days before closing.
The lost-opportunity risk is real. Polish commercial real estate transactions move quickly. A buyer who delays due diligence by two weeks while negotiating exclusivity terms may find the seller has accepted a competing bid. Completing the three immediate steps above before exclusivity talks begin positions the buyer to move to signing within 30 days of agreement on price.
Your specific transaction may involve thresholds, timelines, or encumbrances that require immediate legal assessment. Delays at the due diligence stage are not recoverable once a competing buyer enters the picture – that outcome is irreversible.
To receive an expert assessment of your Polish real estate M&A structure and due diligence checklist, contact info@kordeckipartners.com.
Frequently asked questions
Q: Is a notarial deed always required for real estate transactions in Poland?
A: A notarial deed is mandatory for any transfer of real property title under Polish civil law. Without it, the transaction has no legal effect and cannot be registered in the land register. Share deals transferring SPV ownership do not require a notarial deed for the share transfer itself, but any subsequent mortgage or title registration still runs through the land register.
Q: How long does a full real estate due diligence take in Poland?
A: For a single-asset transaction, a focused legal due diligence typically takes two to three weeks. Portfolio transactions with ten or more assets require four to six weeks, depending on the completeness of the data room. Buyers should factor in an additional one to two weeks if FIDIC construction contracts or heritage protection issues are identified.
Q: Can a foreign company buy commercial real estate in Poland without a permit?
A: Companies from the European Economic Area can generally acquire commercial real estate in Poland without a permit from the Ministry of Internal Affairs and Administration. Non-EEA entities must apply for a permit, with processing times of up to four months. Agricultural and forest land acquisitions carry additional restrictions regardless of the buyer's nationality, including KOWR pre-emption rights that apply for 30 days after notification.
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, and construction disputes. 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.