Disclosure Requirements and B2B Due Diligence in Poland

In the Polish commercial real estate market (B2B), the relationship is primarily governed by the Polish Civil Code (Kodeks cywilny), which became effective on 1 January 1965. Under Article 662 KC, the landlord is obligated to hand over the leased premises in a condition suitable for the agreed use and to maintain it in such condition. There are no separate, specific "B2B disclosure laws" outside of these general provisions, though commercial tenants typically conduct thorough legal and technical audits.

1. Legal Due Diligence: The Land and Mortgage Register (EKW)

Verification of the property's legal status is conducted via the Electronic Land and Mortgage Register (Elektroniczne Księgi Wieczyste - EKW). Tenants review the EKW to understand the property's legal standing:

• Section III (Rights and Claims): Discloses limitations on disposal, third-party rights, and any pending enforcement proceedings. To protect against early termination if the property is sold, commercial tenants often register their lease right in this section.
• Section IV (Mortgages): Lists all financial encumbrances. Polish law does not mandate a "Bank Consent" to execute a lease. To protect a long-term lease from being terminated by a new owner following a foreclosure or enforcement sale, the tenant should ensure the lease agreement has a "certain date" (data pewna) and is properly registered in Section III of the EKW, rather than relying on bank consent.

2. Warranties and Liability for Defects (Art. 664 KC)

The Polish Civil Code (Art. 664) establishes a statutory warranty for defects in the leased property:

• Physical Defects: If the premises have defects that limit its usability for the agreed purpose (e.g., insufficient power supply, structural leaks, or failure of HVAC systems), the tenant may demand a proportional rent reduction for the duration of the defect.
• Termination Rights: If a defect prevents the use of the premises entirely, or if the landlord fails to remove a reported defect within an appropriate timeframe, the tenant may terminate the lease without notice (immediate effect).

3. Administrative Permits and "Shell & Core" Disclosures

In the Polish market, most office and warehouse spaces are delivered in a Shell & Core state. The allocation of risk regarding administrative permits is a critical disclosure point:

• Zoning (MPZP): The landlord should disclose the Local Spatial Development Plan (MPZP) status to ensure the tenant's intended business activity (e.g., chemical storage or heavy industrial production) is permitted at the location.
• Sanitary and Fire Safety (Sanepid/PSP): While the landlord ensures the building shell meets general fire safety standards, the tenant is typically responsible for obtaining specific sanitary (Sanepid) or activity-related permits for their specific fit-out (e.g., restaurant exhaust systems or laboratory requirements).

Disputes related to these requirements are handled by Commercial Courts (Sądy Gospodarcze), which are specialized departments within the common court system.

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