Polish law is primarily codified, with a foundation in statutory law. However, judicial decisions do influence the interpretation and application of laws. Court rulings often provide guidance on how legal provisions are to be understood and implemented. This system ensures that the legal acts remain the primary source of legal authority, while court interpretations add clarity and detail to the application of these laws.

Polish real estate law provides, in particular, a favorable environment for investors due to its stable legal framework, transparent, accessible and reliable property registration system, investment-friendly policies, and legal protections for real property purchasers.

A well-developed publicly available land and mortgage register system (which is online-based) as well as easily accessible information from the public authorities enhances the transaction process.

There are market standards for commercial real property transactions in terms of transfer title, securities, payments, etc.

The issues of planning and land development fall within the competence of local authorities, which are equipped with a range of legal tools allowing them to adjust spatial policy to the current needs of investors and the local community. In terms of environmental protection issues, Polish law is driven by EU regulations.

Polish Civil Code sets out the most fundamental rules of real property law. It serves as the primary legal framework that defines and governs the principles and regulations concerning civil aspects of real property, including the definitions of the key proprietary rights, rules of transfer and disposal of the real property, forms of ownership, rights and obligations, etc.

The Act on Real Property Management outlines the principles and regulations concerning the management of real property with a particular focus on the administration of properties owned by the State Treasury and local government entities; the division of real properties; the pre-emption rights related to real property transactions; the expropriation of properties and valuation of real properties.

The properties in Poland are registered in the land and mortgage registers kept by the courts. The procedures for maintaining land and mortgage registers, the legal implications of entries made within them and the establishment, modification, and termination of mortgages are included in the Act on Land and mortgage register and mortgages.

Additional regulations relate to the specific types of real properties, such as agricultural land (Act on Shaping the Agricultural System) and forest land (Act on Forest). The aim of both acts is to protect the agricultural and forest lands (which sometimes are a part of the commercial transactions).

In the course of carrying out an investment on the real property, depending on its location and scope, detailed regulations concerning, among others, spatial planning, construction law, water law, and environmental protection must also be taken into account.

Recently real property legislation in Poland has focused on limiting negative residential-developers practices while simultaneously creating new legal instruments to encourage investments in the Polish market in areas designated for this purpose.

The reform regarding zoning and planning is coming into force gradually, with all major changes becoming binding from 1 January 2026.

The changes are aimed at simplifying, standardizing, and accelerating planning procedures. The assumption is to facilitate reaching compromise in planning management that are accepted by at least the majority of stakeholders involved in the process. This should also increase investment certainty, as conflicting positions and interests will be revealed in an open and transparent consultation procedure, rather than only at the stage of commencing the implementation of the investment.

The reform requires that the local authorities adopt the general master plans which will be the basis for issuing the zoning permits.

One of the new tools introduced by the above mentioned act is the ���Integrated Investment Plan” (ZPI) which is a special form of a local plan prepared at the request of an investor which, on the one hand, allows to change the purpose of land and adjust it to the investor’s needs, on the other hand includes a draft urban agreement that specifies the investor’s obligations to the municipality, including the implementation of supplementary investments for the benefit of the local community. This kind of plan should allow for faster and more integrated planning of investments, potentially accelerating project implementation. The urban agreement within the ZPI framework fosters better cooperation between the investor and the municipality, leading to more efficient resource use and better alignment of investments with local needs. The ZPI also offers flexibility in spatial planning, accommodating the specific needs of both the investor and the local community.

a) Organised Land and Mortgage Register System in Poland

Data and key documents concerning the majority of the real properties are maintained by the land and mortgage register courts in the land and mortgage registers (PL: księgi wieczyste), which offer publicly accessible information about real properties (while the access to the court files is limited).

b) Publicly available information recorded in the land and mortgage register

Records in the land and mortgage register such as: description of a real property (including nos. of plots, location, area), rights connected with the ownership (e.g. easements in favor of the real property), persons holding the title to the real property (ownership/right of perpetual usufruct), rights, limitations and claims encumbering the real property and the mortgages – are, in principle, available online.

c) Public credibility of the entries in the land and mortgage registers

The warranty of public credibility of land and mortgage registers is a legal principle in Poland that ensures the reliability of information contained in this register. According to this principle, if there is any discrepancy between the actual legal status of a real property and what is written in the land and mortgage register, the information in the register is considered to be accurate and binding. This means that third parties acting in good faith and relying on the register are protected. Essentially, this warranty protects the interests of good-faith purchasers or other entities acquiring rights to the real property based on the entries in the land and mortgage register, even if the actual legal status is different, unless, in particular, the acquisition was free of charge.

d) Cadastral Register

In addition to the land and mortgage register, there is a Cadastral Register which is a public register kept by the head of county (in Polish: starosta), in which the figures and the descriptive data regarding lands, buildings and premises are collected. This cadastre contains, in particular, detailed information about the factual characteristics of the land and buildings, such as the location, area, use, and classification of the land and buildings thereon. This registry complements the land and mortgage register by providing more technical and spatial data about the real property. The technical and spatial data in the land and mortgage registers are updated based on the data contained in the Cadastral Register.

Since Poland joined the European Union, there have been no restrictions in connection with the transfer to foreign entities on the acquisition of real property by citizens and companies from the European Economic Area (i.e. EU, Island, Norway and Liechtenstein) and Switzerland.

Foreign entities from outside the European Economic Area (EEA) or Switzerland must obtain permission from the Ministry of Interior and Administration (MSWiA) to acquire real property in Poland, however with some exceptions, e.g. any foreigner can acquire a residential apartment without the need to obtain permission.

In Poland, there are various types of proprietary interest in real property:

• Ownership (in Polish: własność) or co-ownership: The most comprehensive right, granting the owner full control over the use and transfer of the real property;
• Ownership of premises and share in the common property (in Polish: własność lokalu i udziału w nieruchomości wspólnej): It refers to the ownership of an individual apartment or commercial unit within a larger building and includes the exclusive right to use and dispose of the specific unit. It entails holding a proportional share in the common property, such as the real property on which the building is situated, hallways, elevators, and roofs which is calculated based on the size of the individual premises in relation to the total area of all units within the building;
• Perpetual Usufruct (in Polish: użytkowanie wieczyste) or co-perpetual usufruct: A long-term right, usually lasting 99 years (but it can be shorter), allowing the perpetual usufructuary to use (to the broad extent corresponding to the owner’s situation) the land owned by the State Treasury or the local governmental authority similarly to ownership, however, only in accordance with the designated purpose;
• Usufruct (in Polish: użytkowanie): A limited right giving the holder (the usufructuary) the ability to use and benefit from someone else’s real property without owning it;
• Easements (in Polish: służebności): A right to use a part of the real property for a specific purpose, like a right of way or utility easement;
• Lease (in Polish: najem): An agreement granting the right to use real property temporarily for a specified period in exchange for rent;
• Tenancy (in Polish: dzierżawa): Similar to a lease, but focused on the benefits (in Polish: pożytki) from the real property. It usually concerns agricultural real property.

Under Polish law, the principle is that land ownership generally includes the ownership of any buildings on the land, the airspace above the land, and the soil and subsoil beneath it. The Roman Law concept of “superficies solo cedit” applies. Land ownership extends to the space above and below the surface within the limits defined by the social and economic purpose of the land. This means that the landowner, in principle, also owns everything that is above and below the ground (however, there are some exceptions to that).

The straightforward concept of stratified ownership involving dividing the space above and below the surface of the land by creating vertical boundaries and designating so-called spatial parcels does not exist in Poland.

One of the critical exceptions to the principle of “superficies solo cedit” occurs in the case of buildings and structures erected on land held under perpetual usufruct. According to Polish law, a building constructed by the holder of perpetual usufruct on such land becomes the property of the perpetual usufructuary, not the landowner, for the duration of the usufruct. This legal structure allows the separation of land ownership and the ownership of buildings, providing flexibility for investors and the efficient use of land owned by public entities.

Moreover, another exception relates to the installations and networks located below and above the ground surface. In principle, installations and networks that serve a transmission enterprise do not automatically become part of the land in which they are embedded. Instead, they can remain the property of the enterprise, regardless of the ownership of the land on which they are installed. This means that the company that installs and uses the transmission infrastructure retains ownership of these facilities, even if they are physically located on another person’s property. This exception is designed to facilitate the operation and maintenance of essential infrastructure by utility providers and ensures that these installations can be operated and managed independently of the ownership of the land.

Commercial real properties are usually held through entities.

A commonly used instrument in the Polish real property market is the ownership of real properties through a Special Purpose Vehicle (SPV). SPVs are entities created specifically for holding particular real property assets. They provide isolation of financial risk and are typically set up as limited liability companies. Limited Liability Company (in Polish: spółka z ograniczoną odpowiedzialnością, sp. z o.o.) is the most commonly used entity for holding commercial real property in Poland. It offers flexibility and limited liability to shareholders. The minimum share capital required is PLN 5,000 (approx. EUR 1,170).

As of the current legal framework, Real Estate Investment Trusts (REITs) do not have a dedicated, formalized status in Polish law. Poland has not yet introduced specific legislation that would regulate REITs. However, there have been discussions and proposals over the years to introduce legislation to create a legal and regulatory framework for REITs. Such regulation would aim to encourage investments in real property by offering certain tax advantages and providing a transparent structure for investors who wish to invest in real property indirectly through publicly traded vehicles.

The legal due diligence process in Poland typically involves a comprehensive review of various aspects of the real property to ensure that the buyer is fully informed about the real property’s legal status and any potential risks, which allows to properly secure the buyer’s interests in the transactional documentation. This process includes:

1. Title verification:
   1. examination of the land and mortgage register to confirm the legal title to the property and any encumbrances, such as mortgages, easements, or third-party rights, including whether the real property is not subject to the pre-emption right on any statutory or contractual legal basis;
   2. verification of current and valid documents from the authorities i.e. certificates confirming the current legal status of the real property, in particular lack of the reprivatisation claims;
2. Zoning and spatial planning:
   1. review of master plans (if available) for the real property to ensure if the purpose of land corresponds with the planned investment;
   2. in the absence of a master plan: an analysis whether a zoning permit has been issued and if so – whether it is suitable for the intended project;
   3. tracking of potential changes in zoning laws or local plans that could affect the real property’s use.
3. Access to a public road: verification whether legal and factual access to a public road is secured which is a key factor in the legal, functional, and economic viability of a real property in Poland.
4. Environmental assessments: review of any environmental liabilities, including contamination and compliance with environmental regulations by the previous owners.
5. Lease Agreements (in case of developed real property): analysis of key provisions of the existing lease agreements to understand the subject, terms, and tenant’s obligations as well as the securities under the lease (if applicable).
6. Review of construction process (in case of developed real property):
   1. review of zoning, environmental, building, substitute and occupancy permits – ensure if necessary decisions were validly obtained, are suitable for the intended use and are final;
   2. assessing if any notifications to the authorities were completed;
   3. construction process related agreements, in particular, agreements with the architects, general contractor, development management agreements, etc.
7. Utilities:
   1. determining whether the necessary utilities (rainwater, water, sewage, electricity, gas, etc.) connections and agreements are in place;
   2. verifying whether appropriate transmission easements have been established for the utilities;
   3. confirming that there are no issues with accessing the utility systems for maintenance or repair activities.

Certain legal issues may fall outside the scope of usual legal due diligence, including in particular:

• Factual condition and hidden defects of the real property: detailed physical inspections and assessments of the real property’s structural integrity, which are typically handled by technical consultants;
• Historical review of the legal title: it may be conducted to trace the ownership of the real property over a significant period of time (depending on the case), however, the verification of the entire acquisition chain is not a standard part of the legal due diligence. In certain cases, this may help to identify any potential issues or disputes that may have arisen in the past and ensures that the title has been transferred correctly through previous transactions, however, it may also impact on the warranty of public credibility of land and mortgage registers;
• Occupational health and safety: compliance with occupational health and safety regulations, which may require specialized audits;
• Future legislative changes: predicting future changes in legislation that may impact the real property;
• Insurance: review of insurance documentation other than insurance policy for the real property;;
• Amount of the real property tax and perpetual usufruct fee: analysis of the accuracy of the amount and proof of payment of real property taxes and perpetual usufruct fee.

The process for transferring real property in Poland generally entails the following steps:

1. Due Diligence: conducting thorough due diligence as described above;
2. Preliminary Agreement (optional): the parties may sign a preliminary agreement outlining the terms of the sale and creating an obligation to sign a specific final agreement. The preliminary agreement may be registered in the land and mortgage register. Parties usually choose the preliminary agreement if there are any conditions to be met before buying the real property. That is driven by the fact that according to the Polish law – transfer of the real property ownership cannot be conditional. The purpose of that principle is to ensure the certainty of real property transactions.
3. Conditional Agreement (if applicable): since the sale of a real property is sometimes subject to a pre-emption right, signing a conditional agreement might be required which is followed by the Transfer Agreement if the pre-emption right is not exercised or the time to exercise it lapses;
4. Payment: the buyer arranges for the payment of the purchase price, which is often held in the notarial deposit by the notary or escrow account by the bank until the transfer is completed as a security;
5. Transfer Agreement: the final sale agreement transfers the legal title to the real property; preliminary, upon conclusion of this agreement the transfer of real property is final and the new owner can be registered in the land and mortgage register.
6. Registration: the notary submits the necessary documents to the land and mortgage register court to update the land and mortgage register records. The perpetual usufruct right requires the entry into the land and mortgage register in order to be effective;
7. Liability transfer: liability typically passes to the buyer upon the execution of the notarial deed and the transfer of possession of the real property. However, the exact timing can be specified in the sale agreement.

Real property transfers can be effected through both share and asset deals, depending on the specific circumstances and objectives of the transaction. It is common in Poland for real property transactions to be structured as share deals, particularly for commercial properties held by the SPVs. Both methods are used in practice and the choice between them can be influenced by various factors such as i.a. tax considerations, regulatory requirements, transaction costs, and the burdens related to the company.

From a real estate legal perspective, asset deals are often recommended due to the warranty of public credibility of land and mortgage registers (in case of share deals, acquisition of the real property is not protected by the warranty of public credibility of land and mortgage registers).

Upon the sale of freehold interests in land, the benefit of any occupational leases and the income derived from such lettings automatically transfer to the buyer. The buyer becomes the new landlord and assumes all rights and obligations under the existing lease agreements by virtue of law.

Common rights, interests, and burdens that can attach to real property in Poland include:

1. Easements: Rights for others to use the real property for a specific purpose, such as utility lines or access roads. These are protected through legal documentation and registration with local land registries. The owner’s declaration establishing an easement must be made in the form of a notarial deed;
2. Mortgages: security interests granted to lenders, which must be registered in the land and mortgage register to be effective;
3. Pre-emption right: right granted to certain parties to purchase the real property before it is sold to others, may be stipulated in the contract (and disclosed in the land and mortgage register) or arise from the law;
4. Preliminary and Conditional Agreements: Preliminary Agreements/Conditional Agreements which include the obligation to enter into the final/transfer agreement may be revealed in the land and mortgage register;
5. Lease and tenancy agreements: Rights of tenants to occupy the real property under the terms and conditions of a lease agreement. These leases are protected by contract law and may also be recorded with the land registry to ensure public notice of the tenant’s rights.

Polish law does not recognize the split of legal and beneficial ownership in the same way as common law jurisdictions. Trust structures are not used.

Polish law requires certain entities, including (among others): companies and partnerships registered in Poland, to disclose their ultimate beneficial owners (UBOs) in the Central Register of Beneficial Owners (in Polish: Centralny Rejestr Beneficjentów Rzeczywistych) regardless of whether they hold or not title to the real property.

In particular, the main taxes associated with real property ownership and transfer in Poland include:

1. Property Tax (in Polish: podatek od nieruchomości, RET): Annual tax assessed by local municipality based on the real property’s value and use.
2. Tax on civil law transactions (in Polish: podatek od czynności cywilnoprawnych, PCC): a 2% tax on the transaction value generally payable by the buyer unless the transaction is subject to VAT.
3. Value Added Tax (VAT): rypically at a rate of 23%.
4. Income Tax (PIT or CIT): capital gains tax from generated rental income paid by the owner, subject to a flat rate or progressive tax rates.

These taxes must be carefully considered in any real property transaction to ensure compliance with .

Under Polish law, mandatory provisions relating to commercial leases are relatively limited, allowing parties significant freedom to negotiate contract terms. However, some provisions need to be abided to be compliant with Polish law – even if the parties stipulate otherwise in the agreement, mandatory provisions apply.

Commercial leases in Poland typically include several key terms that outline the rights and obligations of both the landlord and the tenant.

Polish law governs i.a. lease form, lease extension, duration, rent review, sublease, maintenance responsibilities, termination, etc.

Written form of the lease agreement:

Polish Civil Code requires a written form for the lease agreement if the lease agreement is concluded for a term longer than one year. In case of the lease agreement concluded for a fixed term in written form and with a fixed date, it provides additional protection for the tenant. As a rule, in the event of the sale of the leased item during the term of the lease, the buyer enters into the lease relationship in place of the seller; however, the buyer may terminate the lease with statutory notice periods. Nevertheless, the above right to terminate the lease does not apply to the buyer if the lease agreement was concluded for a fixed term in written form and with a fixed date, and the leased object was handed over to the tenant.

Duration of the lease:

The duration of commercial leases can vary, but it can often be set for a fixed term with option for renewal. In case of a lease between entrepreneurs concluded for a period longer than thirty years, it is deemed to have been concluded for an indefinite period after the expiry of this period.

Rent review during the lease term:

Rent is usually specified as a fixed amount, but at the same time the lease agreement mostly includes provisions on rent indexation. Most commercial leases provide an annual rent indexation.

In case of the lease of premises, under the Polish Civil Code, as a rule, the landlord may increase the rent by terminating the current rent no later than one month in advance at the end of the calendar month. Nonetheless, the lease agreements usually exclude the application of that provision and the parties agree for a rent indexation clause instead.

Sublease:

The tenant may give the leased object in whole or in part to a third party for free use or for sublease, if not prohibited under the lease agreement. Both the tenant and the third party (to which the leased object is given) are liable to the landlord for the use of the leased object in accordance with the obligations arising from the lease agreement.

The relationship resulting from the agreement for free use or sublease concluded by the tenant terminates at the latest upon termination of the lease.

Assignment of the lease:

As a rule, the tenant must have the landlord’s consent to assign obligations under the lease agreement.

Costs, repairs and services charges:

As a rule, the parties have the liberty to negotiate and establish terms that they find suitable regarding the maintenance and repair of the leased object. Maintenance responsibilities are often divided, with the tenant responsible for routine upkeep and the landlord handling major and structural repairs. Should the lease agreement fail to specify these responsibilities, a general principle applies: the landlord is obliged to hand over the lease object to the tenant in a condition fit for its intended use and to maintain this condition throughout the lease term. However, minor expenses connected with the normal use of the item are the burden of the tenant which typically include i.a. small repairs of floors and windows, painting of walls, floors, and the interior side, minor repairs to installations and technical equipment, etc.

In Poland, the landlords have several remedies available in the event of a tenant breach of a commercial lease. The specific remedies depend on the nature of the breach and the terms of the lease agreement and they are designed to protect the landlord’s interests and ensure that the tenant fulfills their contractual obligations.

Securities under the lease agreement

The securities can take various forms and are governed by specific provisions under Polish law. Typical securities include bank / insurance guarantee or cash deposit as well as voluntary submission to enforcement.

With regard to bank / insurance guarantee or cash deposit, as a market standard the security amounts to up to three months’ of the rent and the service charges due under the lease agreement. The landlord can use the bank / insurance guarantee or cash deposit provided by the tenant towards any unpaid due amounts under the lease agreement as agreed by the parties.

In case of voluntary submission to enforcement, the tenant agrees in advance to the enforcement of certain obligations. This declaration can cover various obligations, including the return of the leased premises and the payment of any outstanding amounts due under the lease agreement. The voluntary submission to enforcement must be made in the form of a notarial deed including an enforcement clause which allows the landlord to bypass the court proceedings and directly request enforcement.

Termination of the lease due to gross tenant’s breach

If the tenant’s breach is significant, the landlord may have the right to terminate the lease.

This is typically done through a formal notice of termination, which must comply with the terms of the lease agreement and Polish law. The landlord must usually provide the tenant with a period to remedy the breach before termination can take effect (e.g. 7-14-30 days).

Common grounds for termination by the landlord include the use of the leased object in a manner inconsistent with the lease agreement or the intended use, causing significant damage to the real property or subleasing the real property without the consent of the landlord when required. The lease agreement may provide for additional grounds for termination which are not related to the tenant’s fault.

Contractual penalties

Contractual penalties are used for non-monetary obligations, while, for delayed payments, interest is due.

Some lease agreements include clauses that impose penalties on the tenant for specific breaches. These penalties are predetermined amounts that the tenant must pay if they violate certain terms of the lease.

Damages

Unless otherwise agreed between the Parties, the landlord can seek compensation for any losses resulting from the tenant’s breach. This may include unpaid rent, costs of repairing damage to the real property, and expenses incurred in finding a new tenant.

In case there is a contractual penalty indicated for a tenant’s breach, additional indemnity may only be requested by the landlord if the parties so agree in the lease agreement.

Under Polish law, the designation of the real property is specified in two major planning documents: the master plan and the zoning permit (also called zoning permit).

Only approx. 30% of the country’s area is covered by master plans. In case of remaining areas, investors must obtain zoning permits which will specify permissible development of the real property, or they must wait for an adoption of the master plan.

Use, planning, and zoning restrictions on real property are primarily regulated by the Act on Spatial Planning and Development.

The master plan describes the designation and the principles of development of the real properties. These rules are binding for an investor and the public authorities. The master plan contains arrangements relating to the designation of plots of land covered by it. The master plan provides for such parameters as, among others, the type of construction which is permissible on the real property (e.g. residential, services, industrial), admissible area and height of the constructed facilities, obligatory percentage of green area or obligatory number of parking spaces. It must be noted that the construction design and the building permit must conform to the master plan.

After the adoption or modification of the master plan, the value of the real property may change. In particular, if in case of sale the value of the real property decreases as a result of the adoption or modification of the master plan, the holder of legal title to the real property may seek compensation from the municipality for a decrease in the real property’s value. On the other hand, if the value of the real property increases as a consequence of the adoption or modification of the master plan, and the holder of legal title intends to sell the real property within the next five years, it may be obliged to pay a special planning pension (in Polish: renta planistyczna) in the amount determined by the municipality as a percentage of the increase in the value of the given real property (which may not, however, be higher than 30%).

If there is no master plan, the investor may apply for the issuance of the zoning permit, provided that the real property jointly fulfills certain conditions. The zoning permit specifies, in particular:

• type of investment which may be constructed on the real property,
• terms of construction and development of the land arising from specific regulations (e.g. environmental protection),
• matters related to the technical infrastructure and communication,
• requirements concerning protection of third parties’ interests,
• investment boundaries (the area in which the construction, understood as the entire infrastructure, is planned to be developed) marked on the map in a relevant scale.

In the case when the zoning permit does not correspond to the investor’s intentions, the investor may once again specify the conditions for the construction and apply for the issuance of a new zoning permit. The authorities may issue more than one zoning permit with respect to one real property, and each of the permits may provide for different terms of permissible construction.

The zoning permit is issued for an indefinite period of time, but the authority that issued the zoning permit may declare its expiration if another applicant obtains a building permit covering to the same plot, or if the master plan is adopted for that area and its arrangements are different than those contained in the issued zoning permit, unless the investor has already obtained the final building permit.

Additionally, it is possible to transfer the zoning permit to another entity. The authority that issued the zoning permit is obliged, upon the consent of the party to whom the zoning permit was issued, to transfer that permit to another entity if the latter accepts all the conditions contained in the permit.

As noted in the points above, the abovementioned rules on use, planning and zoning restrictions on real estate are applicable as of now, with the legislative reform coming into force gradually which may impact on the above.

The general rule under Polish law corresponds to the European Union’s “Polutter Pays Principle”, i.e. whoever causes environmental contamination shall bear the costs of removing the effects of such contamination (i.e. carry out remediation). Nonetheless, the liability for environmental contamination can fall on different parties or extend to several parties, depending on the circumstances.

The primary legal acts governing environmental liability are the Environmental Protection Law and the Act on the Prevention and Remediation of Environmental Damage.

One of main exceptions from “Polutter Pays Principle” is the historical contamination which is the contamination of the ground surface within the meaning of the Environmental Protection Law that occurred before 30 April of 2007 or results from activities that were completed before that date as well as the contamination within the meaning of the Act on the Prevention and Remediation of Environmental Damage which was caused by an emission or event that occurred more than 30 years ago. It is assessed on the basis of exceeding the permissible contents of risk-causing substances in the soil or ground. The liability for historical contamination is regulated differently with the previously applicable environmental protection laws. These laws generally hold the person in control of the land where the pollution occurred responsible. In case of historical contamination, the real property owner is most often held liable, even if it is not the polluter or is unaware of the pollution. There are only a few cases in which one can be released from this liability, but determining the party responsible for the contamination is not simple.

Moreover, the liability rules are modified in particular in case of agricultural land or waste management (involving extended producer responsibility).

Therefore, when purchasing real property, in particular one that has already been used for industrial purposes, it is recommended to conduct its own environmental survey of the real property with the drilling and collection of soil samples and adequately protect the buyer’s interests in the sale agreement. However, contractual regulation of liability principles does not exclude the statutory rules described above. In principle, it only facilitates the pursuit of compensation from the seller if the buyer is required by administrative authorities to carry out reclamation.

Yes, buildings in Poland are legally required to have their energy performance assessed.

The primary legislation governing this requirement is the Act on the Energy Performance of Buildings.

All new buildings must have an Energy Performance Certificate (EPC) before they are occupied. The EPC is not required when simply using an existing building (or premises) “for personal use”, only in the event of lease or sale (respectively, the tenant should receive a copy of the EPC or the seller will have to present the EPC to the notary during the notarial deed). The buyer or tenant cannot waive the right to receive the EPC.

Buildings where services are provided to the public (occupied by judicial authorities, the prosecutor’s office, and public administration bodies) with a usable area over 250 square meters, which are frequently visited by the public, must display an EPC in a prominent place. Same applies to the buildings where services are provided to the public with a usable area exceeding 500 square meters (if the certificate has already been prepared for such a building).

The EPC is valid for 10 years from the date of its preparation, unless major renovations are carried out, which would necessitate a new assessment.

Minimum energy performance levels for buildings are included in the Technical Conditions for Buildings which is an executive act of the Minister of Infrastructure  updated periodically to reflect advancements in energy efficiency standards. Minimum energy performance requirements are being gradually increased.

As a rule, new buildings and buildings undergoing major renovations must meet minimum energy performance requirements.

Public buildings must also meet specific energy performance standards, particularly those frequently visited by the public. These standards are often stricter to set an example for energy efficiency.

Yes, under Polish law, expropriation of real property is permissible, but only when it is carried out for public purposes and with fair compensation which is determined based on the market value of the real property. If the owner disagrees with the compensation amount, there is a right to appeal to the court.

Expropriation is carried out based on an administrative decision for which the legal framework is provided in the Act on Real Property Management and some other acts.

A real property cannot be expropriated for the benefit of a private individual or a company, but only for the benefit of the State Treasury or a local government unit.

Expropriation of real property may be carried out if public purposes such as i.a. infrastructure projects (roads, railways, airports), public utilities (water supply, sewage systems), and other projects serving the public interest (schools, health care facilities) cannot be achieved in any other way than by depriving or limiting property rights.

As a rule, prior to issuing the administrative decision, the competent public authority conducts an administrative proceedings, during which it examines the grounds for expropriation and, as a result, determines compensation.

Due to the length of the procedure outlined in the Act on Real Property Management there is also a special basis for expropriation introduced in case of expropriation for public road purposes contained in the Act on Special Principles for the Preparation and Implementation of Investments in Public Roads. It contains separate regulations for the principles of expropriation and the granting of compensation, while also simplifying and accelerating the procedure. In this case, one administrative decision on the implementation of a road investment (so called “ZRiD decision”) can be the basis for the expropriation of many properties. When the ZRiD decision applies, the provisions on spatial planning and development do not apply, which means that the ZRiD decision can be issued regardless of whether the area is covered by a master plan or regardless of the content of the provisions of that master plan. ZRiD decisions are often granted immediate enforceability.

The master plan can also designate the real property or its part for public roads in case of which these parts of the real property may also be subject to the expropriation in favour of public entities.

Yes, it is possible to create mortgages over real property in Poland.

Mortgages are a common form of security used to secure receivables under a specific agreement (e.g. loan agreement) and they are governed by, in particular, the Polish Civil Code and the Land and Mortgage Register Act.

A mortgage can only be established to secure a monetary claim up to a specified sum of money.

The agreement must specify the secured receivables, the real property which is subject to the establishment of the mortgage, and other relevant terms and conditions.

The creation of a contractual mortgage requires the mortgagor to make a declaration of establishing a mortgage in the form of a notarial deed. The mortgagee’s declaration can be made in any form.

The mortgage must be registered in the land and mortgage register to be effective. The land and mortgage register is a public record, which means that third parties can verify the existence of the mortgage and a person cannot claim that it had no knowledge about the entries, notices of applications or warnings in the land and mortgage register.

If the mortgagor does not pay the secured claim or otherwise defaults on the agreement with the mortgagee, the mortgagee can seek satisfaction through judicial proceedings or administrative enforcement. This typically involves obtaining a court order for the sale of the real property. The proceeds from the sale of the real property are used to repay the secured receivables, with the remaining funds, if any, returned to the mortgagor. In case of a larger number of creditors, some receivables may not be satisfied.

Mortgagee can seek satisfaction from the real real property regardless of who owns it, and with priority over the personal creditors of the mortgagor, which means that in case of the transfer of the real property, the purchaser also acquires the mortgage.

Mortgages are ranked based on their registration date. Earlier-registered mortgages have priority over later-registered ones. The receivables are satisfied according to this priority, but the priority of mortgages can be changed. To change the priority, an agreement in the document form with notarized signatures is required between the person whose mortgage is to yield priority and the person whose mortgage is to gain the priority of the yielding mortgage. An entry in the land and mortgage register is required for the change of mortgage priority to be effective.

Yes, there are material registration costs associated with the creation of mortgages over real property in Poland.

Registration fees:

Since the mortgage must be registered in the land and Mortgage Register to be effective, this requires submitting an application for mortgage registration to the locally competent land and mortgage register court.

The court fee for the application is PLN 200 (approx. EUR 47) for each disclosed mortgage.

The removal of a mortgage from the land and mortgage register also requires the application to be submitted to the locally competent land and mortgage register court with the court fee for the application amounting to PLN 100 (approx. EUR 23.50)

Notarial fees:

Notarial fees depend on the value of the mortgage.

The notary will also incorporate the court fee, the applicable tax as well as the cost for the issuance of the excerpt/s from the notarial deed into the total cost.

Tax:

Additionally, the establishment of a mortgage is subject to a tax on civil law transactions (PCC), but the amount of the civil law transaction tax for establishing a mortgage is 19 PLN (approx. EUR 4.50).

No, it is not possible to create a trust structure for mortgage security over real property in Poland. The concept of a trust, as understood in common law jurisdictions, does not exist under Polish law.

Instead, Polish law relies on other legal instruments that can be used to achieve similar objectives.

The primary method for securing a receivable connected with the real property in Poland is through a mortgage.

Other available instruments include fiduciary transfer of legal title (in Polish: przewłaszczenie na zabezpieczenie).

In case of the fiduciary transfer of legal title, the debtor retains the right to use the real property. The legal title to the real property is transferred back to the debtor once the receivable is satisfied within agreed deadline. This method is less common than a mortgage as it is fairly complex involving the transfers of the legal title to the real property.

Additionally, although the pledge (in Polish: zastaw) cannot be established over the real property, it can be used for certain rights associated with the real property, such as the pledge over the shares in a company that has a title to the real property. The pledge must also be registered in the appropriate register to be effective.