Office lease review – key points for Netherlands

A Dutch company expanding into Poland signs an office lease in Warsaw. The contract runs to 47 pages. The English translation arrived two days before the scheduled signing. The rent escalation clause, the service charge cap, and the break option all look reasonable at first glance – but each contains a drafting detail that, under Polish law, operates very differently from its Dutch equivalent.

Office leases in Poland are governed by the Kodeks cywilny (Civil Code, KC) and, for commercial premises, by supplementary provisions that give landlords considerable latitude to draft tenant-unfavourable terms. Netherlands-based tenants face a compounded risk: Dutch lease law is tenant-protective by default, while Polish commercial lease law largely defers to the contract. A clause that would be unenforceable in Amsterdam may be fully binding in Warsaw.

This page sets out the key review points that matter most to Netherlands companies leasing office space in Poland. It covers the regulatory framework, the clauses that most often cause disputes, cross-border structuring considerations, and a practical checklist. Each section identifies at least one concrete risk that, if missed at the review stage, forfeits the tenant's negotiating leverage entirely – an irreversible consequence once the lease is executed.

What legal framework governs office leases in Poland?

Polish commercial lease law sits primarily within the Civil Code, supplemented by building regulations and – for leases of premises in registered buildings – oversight by the Główny Urząd Nadzoru Budowlanego (Chief Inspectorate of Building Control, GINB). The National Court Register (KRS) is the starting point for verifying that the landlord entity has authority to let the premises. The Księga Wieczysta (Land and Mortgage Register, KW) discloses encumbrances, mortgages, and third-party rights that can affect the tenant's quiet enjoyment.

Unlike the Dutch Burgerlijk Wetboek, which categorises commercial leases into distinct types with prescribed protection periods, Polish law treats office leases as standard civil-law contracts. The parties are largely free to agree whatever terms they choose. That freedom benefits the landlord in a landlord's market. It means a tenant who does not negotiate hard at the outset may find itself locked into a 5-year term with no effective break right and a service charge mechanism that is uncapped.

Three institutional checks are worth running before any lease is signed. First, confirm the landlord's KRS entry shows no pending insolvency or restructuring proceedings – a risk explored further in our analysis of cross-border insolvency involving Poland and the Netherlands. Second, obtain a KW extract to verify the landlord owns the building free of a mortgage that could extinguish the lease on enforcement. Third, check whether the building has a valid pozwolenie na użytkowanie (occupancy permit) – without one, the tenant's fit-out works may be unlawful regardless of what the lease says.

The standard Warsaw office lease runs for an initial term of 3 to 7 years. Shorter terms are available but attract higher rents. Leases of more than 30 years convert automatically to perpetual tenancy under the Civil Code, a drafting risk that occasionally appears in long-term build-to-suit transactions.

Which clauses carry the highest risk for Netherlands tenants?

Four clause categories account for the majority of disputes in Polish office leases. Each operates differently from its Dutch equivalent, and each can trigger personal liability of the company's Polish-registered management board if obligations are not met on time. Missing a break-option notice window – typically 6 to 12 months before the break date – precludes exercise of the break right entirely and locks the tenant into the remaining term.

Rent indexation is the first pressure point. Polish leases typically index rent annually to the Główny Urząd Statystyczny (Central Statistical Office, GUS) consumer price index or to the Eurostat HICP figure. The base index and the cap on annual increases vary by contract. Some leases allow indexation in excess of 10% in a single year with no corresponding rent review mechanism. Netherlands tenants accustomed to ROZ model lease forms, which contain structured review procedures, can be caught off-guard by the speed and magnitude of Polish escalation clauses.

Service charges are the second risk. Polish leases frequently use an advance-and-reconciliation model. The tenant pays monthly advances; the landlord reconciles annually. The reconciliation period can run up to 5 months after the lease year ends. Tenants have found reconciliation invoices for service charges exceeding their annual rent advance by 30% or more, with no contractual cap in place. Insisting on a service charge cap – expressed as a fixed PLN amount per square metre per month – eliminates this exposure at the drafting stage.

Rent indexation: confirm base index, cap, and currency of payment (EUR vs PLN)
Service charges: negotiate a per-square-metre cap and an audit right
Break options: verify notice period, form of notice, and any conditions precedent
Reinstatement: define the reinstatement standard in writing before fit-out begins
Subletting: check whether landlord consent is required and on what grounds it can be withheld

Reinstatement clauses are the third area. Polish leases often require the tenant to return the premises to their original condition. "Original condition" is not defined in the Civil Code. Without a schedule of condition appended to the lease at handover, the landlord can claim reinstatement costs well in excess of the deposit held. We secured a reversal of a dilapidations claim exceeding PLN 1.8m for a technology client in the Mazowieckie region (autumn 2025) – the key evidence was a photographic schedule of condition attached at lease commencement.

Assignment and subletting rights form the fourth cluster. A Netherlands parent company that intends to occupy through a Polish subsidiary must ensure the lease permits assignment or subletting without unreasonable landlord interference. Polish law does not imply a reasonableness standard: if the lease says "landlord consent required," the landlord can withhold consent for any reason unless the contract says otherwise.

How do cross-border structures affect lease obligations?

Netherlands companies typically enter the Polish office market through one of three structures: a Polish limited liability company (spółka z ograniczoną odpowiedzialnością, sp. z o.o.), a branch (oddział), or a representative office (biuro przedstawicielskie). The choice affects both the lease counterparty and the tax treatment of occupancy costs. It also affects who bears personal liability if the lease obligations are not met.

A sp. z o.o. is the most common vehicle. The company is a separate legal entity; the Dutch parent is not directly liable under the lease. However, if the sp. z o.o. fails to pay rent and becomes insolvent, Polish insolvency law imposes a 30-day filing deadline on the board. Failure to file within that window triggers personal liability of directors. Netherlands-based board members sitting on Polish subsidiary boards are frequently unaware of this exposure until it crystallises.

A branch is not a separate legal entity. The Dutch parent is directly liable for all lease obligations. This simplifies corporate governance but exposes the parent's balance sheet. For a Netherlands company with significant assets, this structure concentrates risk in a way that the lease's financial obligations alone do not reflect. Branches also face restrictions: they may not carry out activities beyond those of the parent company, which limits the scope of the Polish operation.

For a Netherlands investor planning a larger real estate commitment – for example, leasing an office as part of a broader acquisition – the structuring considerations interact with Polish real estate transaction law. Our guide on development agreements in Poland sets out how pre-lease commitments and development obligations are typically documented in Polish practice. The interaction between lease and development obligations is a frequent source of FIDIC disputes in larger projects.

Tax treatment of office lease costs depends on the structure. A sp. z o.o. deducts rent as a cost for corporate income tax (CIT) purposes. A branch deducts costs attributable to Polish-source income. Importantly, Polish transfer pricing rules apply if the lease is between related parties – for example, if the Dutch parent owns the Warsaw building and leases it to its Polish subsidiary. The arm's-length standard must be documented annually. The Urząd Skarbowy (Tax Office) has increased scrutiny of intra-group lease arrangements since 2023.

What are the practical pitfalls in Polish office lease negotiations?

Negotiation of a Polish office lease typically takes 4 to 12 weeks from heads of terms to execution. Netherlands tenants often underestimate the time required and arrive at the negotiation table with a shorter runway than the landlord. A landlord who knows the tenant must be in the premises by a fixed date holds significant leverage. Allowing less than 8 weeks for lease negotiation and fit-out planning is the single most common mistake made by foreign tenants entering the Warsaw market.

Deposit structures deserve attention. Polish commercial leases typically require a cash deposit equal to 2 to 4 months' gross rent. Some landlords accept a bank guarantee instead. A bank guarantee from a Dutch bank is usually acceptable, but the guarantee must be issued under Polish law, payable on first demand, and in PLN. A guarantee issued under Dutch law and denominated in EUR has been rejected by Warsaw landlords in recent transactions – creating a last-minute funding gap that delayed handover by three weeks.

We obtained interim measures protecting a Dutch investor's deposit of over EUR 3.2m in a Warsaw office pre-let dispute in the Mazowieckie region (spring 2026). The landlord had attempted to draw on the guarantee during a rent-free period. The lease's definition of "rent-free" had not been aligned with the guarantee's draw conditions – a drafting mismatch that could have been avoided at the review stage.

Force majeure and epidemic clauses became standard after 2020. Polish courts have interpreted force majeure narrowly in commercial lease contexts. A tenant that ceased using premises during a government-mandated closure was not automatically excused from rent obligations unless the lease expressly provided for abatement. Netherlands tenants should insist on an express rent abatement clause covering government-ordered closures of at least 14 consecutive days. Without it, the obligation to pay rent continues regardless of whether the premises can be used.

Language of the contract is a final practical point. Polish law does not require commercial leases to be in Polish. Bilingual Polish-English leases are common in Warsaw. However, if the versions conflict, Polish courts will apply the Polish text. A tenant who negotiated in English and signed a bilingual lease without comparing the texts has forfeited the protection of the English version it thought it had agreed.

What should Netherlands tenants prepare before signing?

Pre-signing due diligence on a Warsaw office lease follows a defined sequence. The KRS and KW searches take 1 to 3 business days. The building's occupancy permit and energy performance certificate can be obtained within 5 business days. A full lease review by a real estate lawyer Warsaw-based typically takes 3 to 5 business days for a standard lease and up to 10 business days for a complex build-to-suit arrangement.

The review should cover not only the lease itself but the building rules (regulamin budynku), the service charge methodology document, and any side letters from the landlord. Side letters are common in Warsaw and frequently contain obligations – such as fit-out completion deadlines or fit-out contribution repayment triggers – that are not visible from the main lease. Failure to review side letters has resulted in tenants incurring fit-out contribution repayment obligations of up to PLN 500,000 on early exit.

For Netherlands companies considering broader Polish real estate investment alongside their lease, our guide on buying property in Poland provides a useful comparison of lease versus ownership economics in the Polish market.

Pre-signing checklist for Netherlands tenants:

KRS extract confirming landlord's corporate standing and no insolvency proceedings
KW extract confirming title, absence of mortgage, and no third-party rights
Valid occupancy permit for the building and the specific floor
Reviewed and negotiated service charge cap and audit right
Break option notice period and conditions precedent confirmed in writing

A full lease review for a standard Warsaw office typically costs between PLN 8,000 and PLN 20,000 depending on lease length and complexity. That cost is recoverable many times over if it prevents a single service charge dispute or an invalid break notice. The commercial lease market in Warsaw is active; a tenant who walks away from a poorly drafted lease will find comparable space within 30 to 60 days in most submarkets.

Frequently asked questions

Q: How long does a typical Warsaw office lease review take for a Netherlands company?

A: A standard office lease review takes 3 to 5 business days from receipt of the full document set, including the building rules and any side letters. Complex leases – those involving build-to-suit obligations, phased handover, or intra-group arrangements – require 8 to 10 business days. Netherlands companies should factor in additional time for internal approval processes and, where required, Dutch parent board sign-off.

Q: Is it a common misconception that Polish commercial leases follow the same model as Dutch ROZ leases?

A: Yes, and it is a costly one. Polish commercial leases are bespoke contracts. There is no statutory model form equivalent to the ROZ model. Polish leases frequently contain uncapped service charges, landlord-friendly reinstatement standards, and indexation mechanisms that operate without a rent review right. Each of these points requires active negotiation rather than reliance on any implied standard.

Q: What happens if a Netherlands company misses the break option notice deadline?

A: The break right is forfeited entirely. Under Polish civil law, a break option is a contractual right that must be exercised strictly in accordance with its terms. Courts have consistently declined to grant relief for late or defective notices. The tenant remains bound for the full remaining term. For a 5-year lease with a break at year 3, a missed notice can result in an additional 2 years of rent and service charge liability – often exceeding PLN 1m in Warsaw's central business district.

For a tailored strategy on office lease review and negotiation for Netherlands tenants, reach out to info@kordeckipartners.com.

A specific lease situation – particularly one involving intra-group structures, a tight signing deadline, or a dispute with the landlord – carries consequences that become irreversible once the lease is executed or the notice window closes.

If your company is entering the Warsaw office market, negotiating a renewal, or considering an early exit, our team will review the lease, identify the material risks, and negotiate the key protections: contact 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 commercial real estate, office lease review, and cross-border property transactions. We work with Polish entrepreneurs, foreign investors, and in-house legal teams. To discuss your situation, contact info@kordeckipartners.com.