A Dutch logistics fund identifies a Warsaw warehouse complex worth EUR 40m. The vendor offers a choice: buy the properties directly, or acquire the holding company that owns them. Each path carries different tax exposure, timeline, and post-closing risk. Getting the structure wrong at the outset can cost more than the deal's transaction fees.
Real estate M&A in Poland can follow two main routes: an asset deal, where the buyer acquires the property itself, or a share deal, where the buyer acquires the company holding the property. Polish law governs both paths through the Kodeks cywilny (Civil Code, KC) and the Kodeks spółek handlowych (Commercial Companies Code, KSH). The choice between routes affects VAT treatment, transfer tax under the podatek od czynności cywilnoprawnych (Tax on Civil Law Transactions, PCC), land register procedures, and the scope of due diligence required.
This guide walks through the two structural options, the due diligence process, the most common pitfalls, and three business scenarios. It is aimed at investors who want a clear map before engaging advisers – whether you are a first-time buyer of a single Warsaw office or a fund acquiring a regional retail portfolio.
What are the two deal structures for buying real estate in Poland?
Polish real estate M&A starts with a structural choice. An asset deal transfers title to land and buildings directly to the buyer. A share deal transfers ownership of the company – a spółka z ograniczoną odpowiedzialnością (limited liability company, sp. z o.o.) or spółka akcyjna (joint-stock company, SA) – that holds the property. The right choice depends on tax exposure and the buyer's risk appetite.
In an asset deal, the buyer pays PCC at 2% of the property's market value if the transaction is VAT-exempt. If the seller opts into VAT (available for commercial properties meeting specific conditions), PCC is avoided. Notarial fees are capped by statute and rarely exceed PLN 10,000 on a mid-size transaction. The buyer gets a clean slate – no inherited liabilities. The downside is that commercial leases, permits, and contracts must be reviewed and, in some cases, novated.
A share deal avoids PCC on property but triggers PCC at 1% on the share transfer (capped at PLN 1,000 for sp. z o.o. shares). The buyer inherits all company liabilities: undisclosed tax claims, pending litigation, and environmental obligations. That risk is priced through representations and warranties and, increasingly, through warranty and indemnity (W&I) insurance. Share deals close faster when the target's books are clean, because no land register re-registration is required – ownership of the property stays with the same legal entity.
A practical decision matrix: if the property is encumbered with historic liabilities or the target company has a complex tax history, an asset deal is safer. If speed matters and the company is purpose-built (a spółka celowa, or special purpose vehicle, SPV), a share deal typically wins on cost and timeline.
How does due diligence work in a Polish real estate transaction?
Due diligence in a Polish real estate deal covers four workstreams: legal title, planning and permits, commercial leases, and tax. Each workstream has a defined output. Together they feed the SPA representations, the price adjustment mechanism, and the post-closing conditions. A standard timeline runs 4 to 8 weeks, depending on portfolio size.
Legal title review starts at the Księga Wieczysta (Land and Mortgage Register, KW). Every Polish real estate parcel has a KW entry maintained by the district court. The register is public and available online through the Ministry of Justice portal. Buyers verify ownership, encumbrances (mortgages, easements, rights of pre-emption), and any pending proceedings. A clean KW does not guarantee clean title – adverse possession claims and inheritance disputes can exist outside the register – but it is the starting point.
Planning and permit review covers the local miejscowy plan zagospodarowania przestrzennego (local spatial development plan, MPZP), building permits, occupancy permits, and any outstanding administrative proceedings before the Główny Urząd Nadzoru Budowlanego (Chief Inspectorate of Building Supervision, GUNB). If no MPZP is in force, the buyer must check whether a decyzja o warunkach zabudowy (planning decision, WZ) is available for the intended use.
Commercial lease review is critical for income-producing assets. Key issues: lease term and break options, rent review clauses, service charge structures, and tenant security deposits held by the seller. We secured a reversal of a disputed service charge liability exceeding PLN 1.5m for a retail investor in the Małopolska region (autumn 2025) – the issue surfaced only in lease due diligence, not in the KW.
- Confirm land register entries and pending proceedings
- Verify building permits and occupancy certificates
- Review all commercial leases and ancillary agreements
- Check tax compliance of the target SPV (VAT, CIT, PCC)
- Obtain environmental screening report for industrial assets
For a broader view of how Polish entities distribute profits post-acquisition, see our note on dividend distribution rules for Polish companies.
What are the most common pitfalls in Polish real estate M&A?
Three issues cause the most post-closing disputes in Polish real estate deals. Understanding them early shortens negotiation time and reduces escrow requirements. Each can be priced or mitigated – but only if identified before signing.
First: perpetual usufruct (użytkowanie wieczyste). Large parts of Warsaw and other cities sit on land held under perpetual usufruct granted by the State Treasury or local municipality, not freehold ownership. The usufruct term is typically 99 years, renewable, but the annual fee can be revised upward by the relevant authority. Poland has been converting perpetual usufruct on residential land to freehold since 2019, but commercial land conversion is not automatic. Buyers must check whether they are acquiring freehold or usufruct – the distinction affects financing, exit options, and long-term holding costs.
Second: FIDIC disputes on development assets. Buyers acquiring partly-built or recently completed assets often inherit unresolved contractor claims under FIDIC Yellow or Red Book contracts. These claims can reach tens of millions of PLN and are not always visible in the KW or in standard corporate searches. A buyer acquiring a logistics development in Lower Silesia (spring 2026) avoided a PLN 8m contractor claim by requiring a FIDIC claims schedule as part of vendor disclosure – a step many buyers skip on asset deals.
Third: VAT recapture risk. Where the seller deducted input VAT on construction and the transaction is structured as VAT-exempt (triggering PCC instead), the tax authority may challenge the VAT history of the asset during a subsequent audit. The Krajowa Administracja Skarbowa (National Revenue Administration, KAS) has a 5-year look-back period for VAT assessments. Buyers should obtain a VAT clearance history from the seller and include a tax indemnity in the SPA covering the look-back period.
For cross-border investors, the interaction between Polish real estate tax rules and home-jurisdiction treatment requires careful structuring. Our practice note on real estate investment from the Netherlands illustrates how Dutch holding structures interact with Polish withholding tax rules on property disposals.
How do three common business scenarios compare?
Structure and due diligence requirements differ materially depending on who the buyer is and what they are buying. Three scenarios illustrate the range.
Scenario 1 – Manufacturing investor acquiring an industrial site. A German automotive supplier buys a greenfield plot in the Silesia special economic zone to build a production facility. The asset is land only – no existing buildings, no leases. Due diligence focuses on MPZP compliance (permitted industrial use), infrastructure connections, and any environmental baseline assessment. The deal is structured as an asset deal. PCC at 2% applies unless the seller is a VAT-registered entity and opts into VAT on the supply. Closing timeline: 6 to 10 weeks from heads of terms.
Scenario 2 – IT company acquiring an office building. A Warsaw-based technology company buys a fully let office building through a share deal in an SPV. Due diligence covers the full four workstreams. The main risk is tenant covenant quality – if anchor tenants have break options within 18 months, the bank financing the acquisition will require cash reserves. W&I insurance is obtained to cover title and tax representations. Closing timeline: 8 to 12 weeks.
Scenario 3 – Foreign investor entering via a French-law holding structure. A French real estate fund acquires a retail park through a Luxembourg SPV owning a Polish sp. z o.o. The share deal triggers PCC at 1% on the Luxembourg-level transfer. Polish-source income rules and the Poland-Luxembourg double tax treaty govern withholding tax on future dividends and disposals. Buyers in this scenario should review our guide on buying property in Poland as a French national for permit requirements and currency control rules. Closing timeline: 10 to 16 weeks, including foreign investment notification.
Across all three scenarios, the single biggest timeline driver is completeness of vendor disclosure. Sellers who prepare a data room before launching the process reduce due diligence time by up to four weeks.
Your transaction has specific features that determine which structure protects your position. Choosing the wrong path forfeits tax savings, delays financing, or exposes you to inherited liabilities that are difficult to reverse after closing.
To receive an expert assessment of your acquisition structure and due diligence scope, contact info@kordeckipartners.com.
Frequently asked questions
Q: How long does a typical Polish real estate M&A transaction take from heads of terms to closing?
A: A straightforward asset deal on a single property closes in 6 to 10 weeks. A share deal involving a portfolio of properties with complex leases and tax history typically requires 10 to 16 weeks. The main variables are vendor disclosure quality and the time required to obtain financing. Notarial deed execution adds a fixed buffer of 2 to 5 business days for scheduling.
Q: Is it true that foreign buyers always need a permit to buy real estate in Poland?
A: This is a common misconception. EU and EEA nationals generally do not need a permit from the Minister Spraw Wewnętrznych i Administracji (Minister of Interior and Administration) to acquire commercial real estate in Poland. Non-EEA nationals and entities with non-EEA ultimate beneficial ownership may require a permit under the ustawa o nabywaniu nieruchomości przez cudzoziemców (Act on Acquisition of Real Estate by Foreigners). Agricultural and forest land is subject to additional restrictions regardless of nationality.
Q: What does a real estate lawyer in Warsaw typically charge for due diligence on a mid-size transaction?
A: Legal fees for due diligence on a single commercial property (EUR 5m to EUR 20m) typically range from PLN 30,000 to PLN 80,000 depending on complexity, number of leases, and whether a tax workstream is included. Portfolio transactions are usually priced on a per-asset basis with volume discounts. Notarial fees for the asset transfer deed are capped by statute and are separate from legal advisory fees.
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 acquisitions. 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.