Commercial Leases in Poland: B2B Rules Overview

Commercial leasing in Poland—covering offices, retail spaces, and logistics warehouses—operates under the framework of the Civil Code (Kodeks cywilny), which entered into force on 1 January 1965. While residential tenants enjoy extensive statutory protections, the B2B sector is built on the foundation of Freedom of Contract (Art. 353(1) KC), treating both parties as equal, professional entities.

1. Key Legal Foundations (B2B) in Poland

The Polish commercial market is highly standardized, especially in Class-A assets, but the legal details are governed by the Civil Code (Kodeks cywilny):

2. Fixed-Term Rigidity and "Break Options"

A fundamental aspect of the Polish system is the stability of fixed-term contracts (Art. 673 § 3 KC):

• No General Termination Right: If a commercial lease is signed for a fixed term (e.g., 5 years), it cannot be terminated by either party before the end date unless the contract explicitly defines specific "Break Options" or if there is a severe breach (e.g., non-payment of rent).
• Negotiated Exits: Large retail or office tenants often negotiate "Break Dates" (e.g., at the end of Year 3) which may involve a "Break Fee" (severance payment) to compensate the landlord for the vacancy.
• Indefinite-Term Leases: Rare in the professional market; these allow for termination by either party with statutory or contractually agreed notice periods.

3. Professional Standards and Specialized Courts

• Commercial Courts (Sądy Gospodarcze): Disputes arising from commercial leases between entrepreneurs are handled by specialized commercial divisions of the courts. These divisions focus on the "professional nature" of the parties and prioritize the literal wording of the contract.
• Currency & VAT: Rents in the professional sector are often denominated in Euro (EUR) but paid in PLN at the NBP exchange rate. All commercial lease amounts are typically quoted "net" and are subject to 23% VAT.

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