Commercial lease in Poland: Template, Key Clauses and Local Law (2026)

What a commercial lease is in Poland A commercial lease in Poland is a najem (lease) under the Civil Code (Kodeks cywilny), Articles 659 and following, by which a landlord gives a tenant the use of premises for an agreed rent. There is a related but distinct form, dzierzawa (Article 693 and following), which also lets the tenant take the fruits of the thing and is used more for enterprises and land; most office, retail and warehouse space is let under a najem. Unlike residential tenancies, which carry heavy tenant protection, commercial leases between businesses run largely on freedom of contract, so the written agreement does most of the work. That freedom makes careful drafting important. The Civil Code supplies default rules, but the parties can and usually do modify many of them, so a well drafted Polish commercial lease sets out duration, rent, indexation, maintenance, termination and security clearly rather than leaving them to the statutory defaults. ## Duration and the 30 year cap A commercial lease can be for a fixed term or an indefinite term. For leases between entrepreneurs, Article 661 of the Civil Code allows a fixed term of up to 30 years; a lease agreed for longer is, after 30 years, treated as concluded for an indefinite term. This 30 year limit for businesses was introduced from 2009; before that a shorter 10 year cap converted longer terms to indefinite. A lease for more than one year should be in writing; if it is not, it is treated as concluded for an indefinite term under Article 660. The fixed or indefinite choice drives termination. An indefinite lease can be ended by either party on the statutory or agreed notice. A fixed term lease gives both sides certainty for the term but is harder to exit early. ## Termination A fixed term commercial lease generally cannot be ended early by ordinary notice unless the contract sets out the cases in which notice may be given (Article 673 section 3). This is why break options matter: if the parties want flexibility, they must write it in. Separately, the Civil Code gives statutory grounds for earlier termination, for example where the tenant is in default on rent for at least two full payment periods, after the landlord warns and allows an additional period (Article 687), or where the premises have defects that make them unfit for the agreed use (Article 664). An indefinite lease is ended on the notice periods in Article 673, as modified by the contract. Draft the termination clause to say exactly when and how each party can end the lease, because the statutory defaults rarely match what commercial parties actually want. ## Key clauses to include A sound Polish commercial lease usually covers: 1. Parties and premises. The landlord, tenant and a clear description of the premises and permitted use.

2. Term. Fixed or indefinite, and if fixed the length within the 30 year cap, with any renewal.
3. Rent and indexation. The rent, VAT treatment, payment dates and any indexation (often to a published index, with currency specified where rent is in euro).
4. Service charges. Operating costs and how they are calculated and settled.
5. Security. A cash deposit, bank guarantee or notarial submission to enforcement (Article 777 of the Code of Civil Procedure) is common.
6. Maintenance and repairs. The split of responsibility between landlord and tenant.
7. Fit out and alterations. Who may make changes and what happens to improvements at the end.
8. Termination and break options. The precise cases in which each party may terminate, plus the statutory grounds.
9. Handover and reinstatement. Condition on entry and exit, and any reinstatement obligation.
10. Assignment and subletting. Whether consent is needed.
11. Governing law and jurisdiction. Polish law and the competent court. ## A simple template outline A workable structure is: parties and premises; permitted use; term; rent, VAT and indexation; service charges; security; maintenance and repairs; fit out and alterations; insurance; termination and break options; handover and reinstatement; assignment and subletting; governing law and jurisdiction; and signatures. Because commercial leases run on freedom of contract, spell out the rules you want rather than relying on the Civil Code defaults, and remember the written form requirement for leases over a year. ## VAT, form and security Commercial rent in Poland is generally subject to VAT, so state whether the rent is net or gross and how VAT is handled. For security, landlords often require a tenant to submit to enforcement by notarial deed under Article 777 of the Code of Civil Procedure, which lets the landlord enforce against the tenant without a full court case if the tenant defaults; this is a powerful and common tool and tenants should understand its effect before agreeing. Where the lease is long or valuable, the parties sometimes record it so it binds a buyer of the property. These formalities are worth getting right at signing, because they are hard to add later. ## Common pitfalls to avoid A few mistakes recur in Polish commercial leases. The first is agreeing a fixed term with no break option and then needing to leave early, because a fixed term lease cannot be ended by ordinary notice unless the contract allows it. The second is a vague indexation clause, which leads to arguments every year about how the rent moves; state the index, the reference month and the mechanism. The third is leaving VAT and service charges unclear, so the headline rent turns out not to be the real cost. The fourth is ignoring the reinstatement obligation at the end, which can produce a large bill the tenant did not budget for. The fifth is signing a submission to enforcement under Article 777 without understanding that it lets the landlord enforce quickly against the tenant. None of these is hard to handle, but each is much cheaper to fix in the drafting than in a dispute once the lease is running. ## Bringing the work into one place Step back and the work around a commercial lease is always the same shape. Someone drafts from a template, someone checks the term against the 30 year cap and makes sure the break options and security are right, someone stores the signed lease, and someone has to track the term, the indexation dates and any notice windows year after year. When that lives across email, folders and a spreadsheet, a deadline slips and the version in force is never certain. The idea worth taking from this page is that drafting, understanding, editing, tracking and governing a contract can sit in one workspace tuned to how your company contracts. Adira is built around that single workspace idea for business contracts, with per clause risk visible, key dates surfaced and a built in activity history. Adira is India first today, so Poland specific depth is on its roadmap rather than settled, and for a Polish commercial lease you would still confirm the local points, especially the termination and enforcement provisions, with Polish counsel and a notary. ## This is general information This page is general information, not legal advice. Polish law changes and much of a commercial lease is left to the parties, so confirm the specifics with a qualified Polish lawyer or notary, and check the Civil Code text on official sources, before you sign.