Maintenance Obligations in Polish Commercial Leases

In the Polish commercial market (offices, warehouses, and retail), maintenance obligations are primarily governed by the Civil Code of 23 April 1964 (effective 1 January 1965), though in practice, these responsibilities are almost exclusively defined by the lease agreement. The standard market practice distinguishes between the building's structural integrity and the tenant's specific fit-out.

1. Statutory Default vs. Contractual Reality

Under the Polish Civil Code (Art. 662 § 1), the landlord is generally required to keep the property in a state suitable for the agreed use. However, in B2B transactions, this is almost always modified:

• Minor Repairs (Art. 662 § 2): By law, minor repairs associated with the day-to-day use of the premises (e.g., painting, lightbulb replacement, and minor plumbing maintenance) are the tenant's obligation.
• Triple Net (NNN) Structures: In professional logistics and Class-A office assets, landlords typically employ a Triple Net model. This shifts the financial burden of all operational costs—including maintenance of shared systems (HVAC, elevators) via service charges—entirely to the tenant.

2. Fit-out and Restoration (Art. 676 KC)

Most commercial spaces in Poland are delivered in a Shell & Core state (concrete floors, unfinished ceilings, and basic utility connections). The "Fit-out" process creates specific maintenance and restoration issues:

• Alterations and Improvements: Any structural changes or improvements usually require the landlord's prior written consent.
• The Landlord's Option (Art. 676): Upon termination, the landlord has a statutory choice: they can either keep the improvements by paying their current value or demand that the tenant restore the premises to its original condition ("Make-Good" clause).
• Maintenance of Installations: The tenant is typically responsible for maintaining and certifying all installations located within their leased area that were installed during the fit-out process.

3. Maintenance of Common Areas (Service Charges)

In multi-tenant buildings, maintenance of common areas (halls, parking, green areas) is managed by the landlord but funded by tenants:

• Service Charge (Koszty Eksploatacyjne): Tenants pay a monthly advance toward the maintenance of the entire building.
• Open Book vs. Fixed Rate: Most modern Polish leases use an "Open Book" reconciliation system where the landlord must prove actual costs incurred at the end of the fiscal year.

Return to the Commercial Law Guide OverviewPreview unavailable.