In addition to absolute ownership which gives title to real estate with the broadest legal rights, Polish law also recognizes perpetual usufruct rights. These are transferable, alienable and mortgageable rights to use property.
Perpetual usufruct can be granted in relation to state-owned (and situated within the administrative borders of a city or beyond those borders but within the area included in the development plan for a city) or local-government-owned real estate for a specified period of time of between 40 and 99 years, after which it expires unless extended for another period of between 40 and 99 years. Buildings and other installations situated on land that is subject to a right of perpetual usufruct are owned by the perpetual usufructuary.
The usufructuary is required to pay an annual fee to the state or the local government unit. The broad rights granted to the usufructuary result in the rights of the owner (ie the State Treasury or local government unit) being limited in that he may neither encumber nor sell the property to a third party other than the usufructuary.
Polish law also provides for the following real estate interests:
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The Act on the acquisition of Real Property by Foreigners dictates that the purchase of real estate by an entity considered to be foreign is conditional upon prior permission in the form of a decision issued by the Minister of Administration and Internal Affairs if no objection is made by the Minister of Defence or – with respect to agricultural real estate – by the Minister of Agriculture and Rural Development. Any breach of this obligation will render a transaction null and void.
These rules apply equally to rights of perpetual usufruct.
However, since Poland's accession to the European Union, foreigners from the European Economic Area or Switzerland are not obliged to obtain such a permission, save in relation to the purchase of agricultural or forest land, where a permission was required until 1 May 2016.
Since 30 April 2016 a law is in force, fundamentally changing the rules of trade in private and public agricultural properties, applying also to foreign investors.
This law introduces, subject to a few exceptions, a prohibition on selling real properties composing Resource of the Agricultural Property of the State Treasury Agricultural (Zasób Własności Rolnej Skarbu Państwa) being at the disposal of the Agricultural Property Agency (Agencja Nieruchomości Rolnych) (which was replaced on 1 September 2017 by the National Agricultural Support Centre (Krajowy Ośrodek Wsparcia Rolnictwa)) for five years following entering into force of the said law. After this deadline the sale of such real properties will be permitted, as an exception, to a limited group of persons and in a form of limited tender.
Moreover, this law limits also the trade in the private agricultural properties. The law introduces a number of criteria a purchaser of the agricultural property should meet (individual farmers, congregations and religious associations). Entities which do not meet these criteria are obliged to obtain a consent of the Head of National Agricultural Support Centre. The area of the purchased agricultural land may not exceed 300 hectares. Such properties should be used as an agricultural holding and may not be disposed of for the next 5 years.
This law extends the pre-emption right of the National Agricultural Support Centre to any agricultural property and introduces a pre-emption right of the National Agricultural Support Centre in relation to the purchase of shares in a commercial company, which owns agricultural property and in case of the personal changes in a partnership, which owns agricultural property.
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Under Polish law, a number of pre-emption rights exist. The most important pre-emption rights under Polish law are described below.
The community (ustawowe prawo pierwokupu gminy) has pre-emption rights in relation to real estate appearing in the register of historical monuments or that is designated for public utility purposes (although such pre-emption rights must be disclosed in the relevant land and mortgage register in order to be binding), as well as in relation to undeveloped land that was acquired by the seller directly from the State Treasury or the local authority and in relation to perpetual usufruct right of the undeveloped land irrespective of the form of acquisition of that right by the seller.
National parks, acting for the benefit of the State Treasury have pre-emption rights in relation to real estate located within the borders of the parks.
A tenant has pre-emption rights in relation to agricultural real estate.
The National Agricultural Support Centre has pre-emption rights in relation to agricultural real estate and forests (in some circumstances). The law on suspending the sale of the real properties of the National Agricultural Support Centre, in force since 30 April 2016, extends the pre-emption right of the National Agricultural Support Centre to any agricultural property (with an area of arable land at least 0.3 hectares) and introduces a pre-emption right of the National Agricultural Support Centre in relation to the purchase of shares or stocks in a capital company, which is an owner or perpetual usufructuary of agricultural property with a surface area of at least 5 hectares or agricultural properties with a total surface area of at least 5 hectares. The above-mentioned pre-emption right of the National Agricultural Support Centre was extended in relation to the purchase of shares or stocks in a capital company which is a mother company of a company owning or being a perpetual usufructuary of agricultural property with a surface area of at least 5 hectares or agricultural properties with a total surface area of at least 5 hectares. The pre-emption right the National Agricultural Support Centre in relation to the purchase of shares in a commercial company, which owns agricultural property (with an area of at least 5 hectares) is not applied to the sale of the stocks on the stock exchange, the commercial companies or groups of commercial companies operating in the electricity, oil and gas fuels sectors (which assets have been disclosed in the appropriate registers) and to the sale of the shares or stocks for the benefit of the close relatives.
Based on the law on suspending the sale of the real properties of the National Agricultural Support Centre, in force since 30 April 2016, in the case of the changes of the partners in a partnership (ie change of the partner or entering of a new partners to the partnership), which is an owner or perpetual usufructuary of agricultural property with an area of at least 5 hectares or agricultural properties with a total surface area of at least 5 hectares, the National Agricultural Support Centre is entitled to submit a statement on the acquisition of the agricultural real property owned by this partnership for the pecuniary equivalent corresponding with the market value of this real property. The entitlement referred to in the previous sentence does not apply if the current partner is replaced by its close relative as well as if the new partner entering into the partnership is a close relative of the current partners.
The above-mentioned limitations provided for in the law on suspending the sale of the real properties of the National Agricultural Support Centre, in force since 30 April 2016, do not apply to agricultural real properties with an arable area of less than 0.3 hectares. These limitations also do not apply to agricultural real properties located on the areas designated in the local zoning plans for non-agricultural purposes, as well as to the agricultural real properties with respect to which, according to the status as on 30 April 2016, there were in force final zoning decisions providing for the designation of these real properties for non-agricultural purposes. Moreover, the real properties for which a resolution on localization of housing or associated investment has been adopted or that are being sold for purpose of realization of such investment are exempt from the limitations.
Co-owners of agricultural real estate have pre-emption rights, although these do not apply if the owner wants to transfer his or her share of the property to relatives.
The manager of a special economic zone has pre-emption rights in relation to real estate located in the zone. Under the Anti-Crisis Shield 4.0 bill, introduced to combat the economic consequences of COVID-19, this right has been extended to include State's agricultural property stock properties designated in the local zoning plan for industrial, service or industrial and service purposes, in relation to which the manager performs the property management, while the property is not located within the boundaries of the special economic zone managed by the appropriate manager.
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The basic rules for sales and purchases can be found in the Polish Civil Code. However, there are many other laws which may apply to specific transactions such as the Real Estate Management Act and the Zoning and Development Act, which apply to sales and purchases by the community, etc.
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No.
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Under Polish law, the lawful and proper transfer to a purchaser of title to real estate requires conclusion of the transaction in the form of a notarial deed and registration by an entry in the land and mortgage register (ksiegi wieczyste).
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There are two types of publicly available land register in Poland:
Generally, real estate in Poland is registered and legal title can be identified on the basis of entries in the land and mortgage registers which are maintained by the relevant district courts. Each land and mortgage register is accessible to the public and excerpts are available on application subject to a nominal fee. The registers are also available online.
The Polish land and mortgage register system protects those who acquire real estate in good faith relying on the entries in the register. A person acquiring real estate from a party who is registered as the property owner in the land and mortgage register will generally become the new owner, even if an error has been made in the recorded details.
Similarly, encumbrances are only binding on someone who bought in good faith if they were disclosed in the land and mortgage register. This is subject to various exceptions, for example, there is no protection against certain mandatory easements or encumbrances which apply by law such as rights of way.
The buyer of shares in a company holding title to land is not protected in the same way. Land and mortgage registers are freely accessible but the files are open only to parties who can prove a legal interest. This usually means that only those whose rights are already noted in the register can access the entries. From December 2014, all Polish land and mortgage courts maintain their registers in electronic form.
Under Polish law, legal title to real estate can generally be identified on the basis of the entries in the land and mortgage registers maintained by the relevant district courts. This is subject to various exceptions, for example there is no protection against certain mandatory easements or encumbrances which apply as a matter of law such as rights of way.
Recording transfer of title is compulsory. It should, however, be noted that, under Polish law, the transfer of ownership rights occurs on the execution of the sale and purchase deed. The acquisition of a perpetual usufruct right becomes effective when it is registered in the land and mortgage register. Mortgages must also be registered. The content of land and mortgage registers is conclusive on matters of legal title.
The legal interests of third parties, such as lease rights, including easements and pre-emption rights, can also be registered in the land and mortgage registers, although this is not mandatory. When registered these interests become binding on any party acquiring the real estate so registration is recommended to prevent any claim that the buyer did not know about such interests.
Title insurance policies are becoming increasingly popular. Insurance typically covers the effective transfer or acquisition of mortgage and perpetual usufruct rights, which only become effective upon entry in the mortgage register. There are also occasions where insurance policies are used to secure the effective acquisition of ownership of real estate.
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The normal steps involved in a real estate transaction in Poland are as follows:
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Yes. Depending on the structure of the deal, legal due diligence normally covers:
Due diligence is normally conducted prior to entering into a purchase agreement and the findings are normally included in the agreement. However, from time to time, where an asset is acquired indirectly by the acquisition of shares in the company owning the asset, both pre-closing and post-closing due diligence is conducted.
In order to minimize risk, the parties often decide to execute a preliminary sale and purchase agreement before transferring real estate. This gives the buyer an opportunity to conduct an examination of the current legal and physical condition of the property with a secure right to purchase once this is completed satisfactorily.
If the real estate is not as the seller has declared it to be, then the agreement will normally allow the buyer to terminate the initial agreement. In some situations, the parties also agree for the buyer to benefit from an exclusivity period but this is normally dealt with in a separate letter of intent.
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If real estate is jointly owned by a married couple, the consent of both spouses is required for the sale, otherwise the SPA will be void.
The sale of real estate by a company requires the consent of its shareholders granted in the form of a resolution.
The consent of the relevant authority may be required for the sale of certain property, for example, for the sale of a monument appearing in the register of monuments consent from the relevant Conservator of Monuments is required.
Permission is required for selling real estate to foreigners.
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A real estate SPA should be concluded in the form of a notarial deed. The SPA transferring ownership of land or a right of perpetual usufruct cannot be made conditional or limited in time. Breach of these requirements will render a transaction null and void.
Under the Polish Civil Code, the SPA must contain two mandatory elements, namely a precise description of the real estate concerned and the purchase price. Other elements of the SPA, such as warranties given by the seller, are optional and can be agreed between the parties.
A typical contract will be in the form of notarial deed and will include the following:
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Under the general terms of the Civil Code, the seller is liable for all physical and legal defects in the real estate. The parties may extend, limit or exclude this liability by specific agreement. Any exclusion or limitation of liability will be ineffective if the seller deliberately concealed a defect from the buyer.
The general limitation period for making a claim under the Civil Code in relation to physical defects is two years, but for defects in real properties this is five years from the date of transfer of ownership. The seller is exempted from liability if the buyer was aware of the defect at the time the contract was entered into.
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Depending on the circumstances, the buyer may be entitled to:
In the event that the seller turns out not to be the owner of the real estate and is not registered as the owner in the land and mortgage register, then the agreement transferring ownership rights is invalid.
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The most relevant public legislation is:
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Under Polish environmental law, the basic rule is that liability for pollution or contamination can only be imposed on the buyer (owner of the property) if it was his fault (intentional or negligence). Furthermore, under Polish environmental law, the owner of the property on which historical contamination or pollution has occurred, is obliged to carry out remediation. Nevertheless, if the owner demonstrates that historical pollution was caused by another entity, that entity will be responsible for the remediation of that historical pollution or contamination.
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The designation of real estate and its use appears in the local zoning and development plans. The local zoning and development plans are accessible to the public at the real property department of the city council or through the various public websites. Anyone can view the plan and obtain confirmation of the designation of particular real estate in the local zoning and development plan.
The permitted uses may be changed within the scope of the relevant zoning and development plan. Local zoning and development plans can be amended by the municipality within the scope of the “zoning studies”. These documents set out the main features of local development policies. A property owner may submit an application to amend the zoning plan but the municipality is not obliged to make the change.
Since a number of municipalities in Poland have no valid zoning plans investors may apply to the authority for the grant of a zoning decision (WZ). This will define the permitted development and use of the real estate.
Moreover, the recent changes of the Zoning Law introduced new kinds of plans that may be adopted within an area of the communes – general plans and integrated investment plans.
General plans will replace the zoning studies and will be adopted for a municipal area. The general plans will be the basis for issuance of zoning decisions and preparation of local zoning and development plans. The general plans shall be prepared by the city councils by the end of 2025.
An integrated investment plan is a special form of a local zoning and development plan adopted by a relevant local government body at the request of an investor. Most importantly, the entry into force of an integrated investment plan causes the loss of biding force of local zoning and development plans of their parts relating to the area covered by the integrated investment plan.
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Yes. In most cases, public procurement regulations or other specific laws governing the authorities' power to enter into a contract will apply. It is also possible to carry out a development project through a public private partnership.
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Yes, expropriation is possible. It can be done in the public interest when important projects cannot be effected by any other means. This includes the construction of public works (recently many public roads have been built or improved under a Special Road Act), national security considerations or other specific cases of public interest.
The real estate can be expropriated for the benefit of the State Treasury or a community. In all cases, full compensation must be made at market value.
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In the case of an asset deal (ie the direct purchase of an interest in real estate by a corporate vehicle or individual), where the seller is not an entity carrying on a business, a 2 percent tax on civil law transactions (PCC) is due, based on the market value. This is normally the purchase price but can sometimes be assessed at a higher level by the tax authorities using an authorized expert's opinion. The obligation to pay PCC rests with the buyer. If the seller is an entity carrying on a business, value added tax (VAT) is usually payable. Generally, the standard rate of 23 percent applies. With respect to subsidized housing – a rate of 8 percent applies.
In principle, VAT charged by the seller can be recovered by the buyer as input VAT (if the purchaser is a VAT taxpayer carrying out transactions which are subject to VAT). If a sale is subject to VAT, PCC is not due. The sale of agricultural land is exempt from VAT (but in such cases 2 percent PCC is due).
Any sales of real property other than land are exempt from VAT if two years have lapsed since that property's first occupation. However, in some circumstances, the seller may opt for such a transaction to be subject to VAT. Other specific exemptions may apply. If a sale is exempt from VAT, it is subject to tax on civil law transactions (PCC) at a rate of 2 percent.
Transaction costs are normally 2 percent of the purchase price, including the court fee and notarial fee of up to PLN 10,000, but not including any VAT or legal costs. There is also a fee for registration in the Land and Mortgage Register of PLN 200.
Costs are subject to negotiation and agreement between the buyer and seller. Normally, the buyer pays the transaction costs and according to the law the tax on civil transactions.
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If shares are transferred to the buyer, a tax on civil law transactions at 1 percent is due, calculated on the basis of the market value of the shares. In most cases, this is the purchase price but if this does not correspond with the market value, the tax authority will request a correction and may finally assess the value using an authorized expert's opinion.
Transaction costs are normally 1 percent of the purchase price, including the court fee and notarial fee of up to PLN 10,000 plus 23 percent VAT, but not including potential legal costs.
Costs are subject to negotiation and agreement between the buyer and seller. Normally, the buyer pays the transaction costs and according to the law the tax on civil transactions.
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What are the categories of property right that can be acquired? Are there any interests in real estate other than exclusive ownership?
In addition to absolute ownership which gives title to real estate with the broadest legal rights, Polish law also recognizes perpetual usufruct rights. These are transferable, alienable and mortgageable rights to use property.
Perpetual usufruct can be granted in relation to state-owned (and situated within the administrative borders of a city or beyond those borders but within the area included in the development plan for a city) or local-government-owned real estate for a specified period of time of between 40 and 99 years, after which it expires unless extended for another period of between 40 and 99 years. Buildings and other installations situated on land that is subject to a right of perpetual usufruct are owned by the perpetual usufructuary.
The usufructuary is required to pay an annual fee to the state or the local government unit. The broad rights granted to the usufructuary result in the rights of the owner (ie the State Treasury or local government unit) being limited in that he may neither encumber nor sell the property to a third party other than the usufructuary.
Polish law also provides for the following real estate interests:
Last modified 13 Mar 2025