A Dutch logistics fund identifies a Warsaw warehouse complex worth EUR 45m. The assets look clean. The seller wants to close in 90 days. The fund's in-house team asks one question: asset deal or share deal? That single choice will determine tax exposure, liability inheritance, and whether the transaction closes on time.

Real estate M&A in Poland follows two primary routes: a direct asset acquisition under the ustawa o gospodarce nieruchomościami (Real Estate Management Act, UGON) and a share acquisition of the holding vehicle under the Kodeks spółek handlowych (Commercial Companies Code, KSH). The choice between them affects stamp duty, VAT recovery, liability carve-outs, and the timeline from signing to closing. Due diligence typically takes four to eight weeks and must cover title, planning, environmental, and commercial lease status before any binding offer is made.

This guide walks through the full process step by step: choosing the right structure, running due diligence, managing regulatory hurdles, and avoiding the mistakes that delay or kill Polish real estate transactions. Three business scenarios – a manufacturing investor, an IT office occupier, and a cross-border fund – illustrate how the same rules apply differently depending on the buyer's profile.

How should foreign investors structure a Polish real estate acquisition?

Structure drives everything. The two main options are an asset deal (buying land and buildings directly) and a share deal (buying the company that owns the real estate). A third variant – a contribution of assets into a newly established special purpose vehicle (SPV) – is common in larger transactions. Each path has a different cost profile, a different risk allocation, and different closing mechanics registered with the National Court Register (KRS).

Asset deals offer a clean break from the seller's historic liabilities. The buyer acquires title, not corporate history. Under Polish civil law, a notarial deed is mandatory for any transfer of real property. The deed is filed with the relevant district court land registry – maintained by the sąd wieczystoksięgowy (land and mortgage register court) – and the transfer is effective only upon entry in the Księga Wieczysta (Land and Mortgage Register). That registration process takes six to sixteen weeks depending on the court's backlog.

Share deals avoid the notarial deed requirement for the real estate itself. The shares are transferred by written agreement (or notarial deed if the target is a limited liability company, spółka z ograniczoną odpowiedzialnością, sp. z o.o.). The buyer inherits the full corporate balance sheet – including hidden liabilities, pending litigation, and historic tax positions. This is why due diligence on a share deal must cover both the asset and the company. The Polish Financial Supervision Authority (KNF) becomes relevant if the target holds licensed financial activity.

The SPV contribution route is preferred by institutional investors entering the Polish market for the first time. A new Polish sp. z o.o. or spółka akcyjna (joint-stock company, S.A.) is incorporated, the real estate is contributed as a non-cash contribution (aport), and the investor acquires shares in the SPV. Registration with the KRS takes roughly three weeks for a new entity. The structure allows clean liability isolation and facilitates future exit by share sale rather than asset sale.

For a German investor entering the Polish office market, the SPV route typically reduces future transaction costs. Selling shares in a Polish SPV holding a single asset is faster and cheaper than re-running a full asset transfer. The decision matrix: asset deal for single-asset acquisitions below EUR 10m where speed matters; share deal for portfolio acquisitions where tax history is manageable; SPV contribution for institutional mandates requiring fund-level governance.

What does real estate due diligence in Poland require?

Due diligence in Polish real estate M&A covers five workstreams: title and ownership, planning and zoning, environmental, commercial lease, and corporate/financial. Each workstream produces a separate report. The consolidated legal opinion is delivered to the buyer before the binding offer or letter of intent is countersigned. A standard four-workstream review for a mid-size commercial asset takes four to six weeks and costs between PLN 80,000 and PLN 200,000 in legal fees.

Title review starts with the Land and Mortgage Register. The register is publicly accessible online via the Ministry of Justice portal. Counsel checks all four divisions: ownership entries, perpetual usufruct rights, encumbrances (mortgages, easements, usufructs), and claims or disputes. A mortgage securing a bank loan must be discharged before or at closing; the discharge timeline depends on the lender and typically requires 30 days' notice. Perpetual usufruct (użytkowanie wieczyste) is a particular feature of Polish real estate law – the State Treasury or municipality remains the underlying owner, and the usufructuary pays an annual fee. Conversion to full ownership has been available since 2019 for residential land; commercial land conversion remains case-by-case.

Planning and zoning review checks whether the asset has a valid miejscowy plan zagospodarowania przestrzennego (local spatial development plan, MPZP) or a decyzja o warunkach zabudowy (planning decision, WZ decision). Without either, development potential is uncertain. The buyer should also verify the building permit and occupancy permit held by the Central Register of Construction Supervision (GUNB). Missing occupancy permits are a common defect in older industrial assets and can delay refinancing.

Commercial lease review is critical for income-producing assets. Each lease must be checked for term, break options, rent review mechanisms, and tenant security (deposits, bank guarantees). A lease signed for more than one year but not in notarial form binds the buyer only for one year under Polish civil law – a trap that catches buyers who rely on seller-provided summaries rather than original documents. We obtained interim measures protecting a retail portfolio worth over EUR 8m for a fund client in Małopolska (autumn 2025) after a lease defect was identified during due diligence and used as a negotiating lever.

Environmental due diligence is non-negotiable for industrial and logistics assets. Polish environmental law imposes clean-up liability on the current owner regardless of when the contamination occurred. A Phase I environmental site assessment takes two to three weeks; Phase II (soil sampling) adds another four to six weeks. Budget at least PLN 30,000 for a basic Phase I on a warehouse site.

Which regulatory approvals apply to real estate M&A in Poland?

Three regulatory filters apply to most cross-border real estate acquisitions in Poland: the foreign ownership restriction, the agricultural land purchase regime, and merger control. Missing any one of these can void the transaction or trigger personal liability for the managing board.

Foreign ownership of real estate in Poland is governed by the ustawa o nabywaniu nieruchomości przez cudzoziemców (Act on Acquisition of Real Estate by Foreigners). EEA and Swiss nationals are exempt from the general permit requirement for most commercial real estate. Non-EEA buyers must obtain a permit from the Minister of Internal Affairs and Administration before signing any binding agreement. The permit process takes up to two months. Failure to obtain a permit renders the acquisition agreement void – an irreversible consequence that forfeits the entire purchase price already paid.

Agricultural land adds a further layer. The Krajowy Ośrodek Wsparcia Rolnictwa (National Agricultural Support Centre, KOWR) holds a pre-emption right over agricultural land above 0.3 hectares. The seller must notify KOWR of the proposed transaction; KOWR has one month to exercise its pre-emption right. Mixed-use sites that include any agricultural classification trigger this requirement. Buyers who close without completing the KOWR notification procedure risk having the transaction set aside by a court – a risk that precludes any financing draw-down.

Merger control applies when the transaction meets the thresholds of the Office of Competition and Consumer Protection (UOKiK) or the European Commission. UOKiK review takes up to five months for complex cases. Real estate transactions rarely trigger merger control, but portfolio deals or acquisitions of operating property businesses can cross the threshold. Counsel should run the threshold analysis at the outset – not after signing.

To discuss how the foreign ownership permit regime applies to your acquisition structure, email info@kordeckipartners.com.

Clients planning cross-border acquisitions should also review our practice page on real estate advisory for Dutch and Netherlands-based investors in Poland, which covers specific structuring issues for fund vehicles domiciled in the Netherlands.

What are the most common mistakes in Polish real estate transactions?

Most deal failures in Polish real estate M&A trace back to the same four errors. They are not exotic. They are predictable. And each one is avoidable with proper preparation.

The first mistake is relying on seller-provided documentation without independent verification. Sellers routinely provide lease summaries, building permits, and environmental certificates in redacted or translated form. Original documents in Polish must be reviewed by counsel. We secured a renegotiation saving over PLN 3.5m for a manufacturing client in the Mazowieckie region (spring 2026) after discovering that the seller's lease summary omitted a tenant break option exercisable in month 18.

The second mistake is underestimating the land register backlog. Buyers who plan to draw down financing against registered title face a gap of six to sixteen weeks between notarial deed and registration. Bridge financing must be arranged. Lenders will not release funds against unregistered title without additional security. Build this timeline into the transaction schedule from day one.

The third mistake involves FIDIC disputes on development acquisitions. When buying a partially completed building, the buyer inherits the construction contract and any open FIDIC claims. Unresolved FIDIC disputes can run to PLN 10m or more on mid-size projects. A FIDIC-specialist review of the construction contract and any pending claims is mandatory before closing on any development-stage asset. This is an area where lessons from office lease reviews in neighbouring jurisdictions apply directly to the Polish context.

The fourth mistake is ignoring employment law obligations that travel with the asset. Where the real estate acquisition includes a transfer of an operating business – a hotel, a logistics facility with staff – the ustawa o pracownikach transfer-of-undertakings rules apply. Employees transfer automatically. Their terms and conditions are protected for one year. Buyers who fail to account for this face claims before the National Labour Inspectorate (PIP). For background on employer obligations that arise in property-linked business transfers, see our overview of employer duties under Polish law.

What to prepare before signing a letter of intent in a Polish real estate transaction:

  • Certified extract from the Land and Mortgage Register (all four divisions)
  • Building permit and occupancy permit from GUNB
  • Original lease agreements (not summaries) for all tenants
  • Phase I environmental assessment or seller's environmental warranty with indemnity
  • Corporate documents of the target entity (KRS extract, articles of association, shareholder resolutions)

Specific circumstances of your transaction require a tailored review. Gaps identified after signing are far harder to remedy – and in some cases, they are irreversible. To receive an expert assessment of your due diligence scope, contact info@kordeckipartners.com.

Frequently asked questions

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

A: A straightforward single-asset acquisition takes between three and five months from letter of intent to notarial closing. Share deals can close faster because the notarial deed for the real estate is not required at the share transfer stage. The land register entry – which is separate from closing – adds a further six to sixteen weeks. Transactions requiring a foreign ownership permit or KOWR pre-emption notification add one to two months to the overall schedule.

Q: Is it true that VAT does not apply to real estate sales in Poland?

A: This is a common misconception. Polish VAT law distinguishes between a first supply of a building (within two years of first occupation, subject to VAT at 23%), a subsequent supply (generally VAT-exempt but optionally taxable if both parties are VAT-registered), and a supply of land. A transaction structured as an asset deal may be subject to civil law transaction tax (podatek od czynności cywilnoprawnych, PCC) at 2% of the transaction value if VAT does not apply. The VAT/PCC interaction is one of the most consequential structuring decisions in Polish real estate M&A and must be resolved before the purchase price is agreed.

Q: Do foreign companies need a Polish entity to buy real estate in Poland?

A: EEA-based entities can generally acquire commercial real estate in Poland directly, without establishing a local entity, provided no foreign ownership permit is required. However, most institutional buyers establish a Polish SPV for tax efficiency, liability isolation, and ease of future exit. A Polish sp. z o.o. can be incorporated within three weeks through the KRS online system. The SPV structure also simplifies VAT registration and mortgage security arrangements with Polish lenders.

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 cross-border property 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.