Can the premises lawfully support the intended business?
The first check is operational rather than financial. The tenant should verify the landlord's title and authority, the precise boundaries of the premises, rights to common areas, parking and infrastructure, and whether the intended use is compatible with the building documentation and applicable administrative requirements.
The permitted-use clause should be wide enough to accommodate realistic development of the business. A narrow description may obstruct a new service line, partial subletting or use by another group company. Conversely, a generic reference to “business activity” does not prove that the premises meet technical, sanitary, fire-safety or sector-specific requirements.
If opening depends on an approval, inspection or landlord works, rent commencement should usually be linked to handover in the agreed condition. For a material dependency, the contract may require a long-stop date and a termination right if the essential approval cannot be obtained despite proper efforts.
What is the total occupation cost?
Base rent is only one component. The lease should define each tenant charge, the allocation method and the supporting information available for review. Broad service-charge wording may otherwise shift capital expenditure, financing costs or the cost of vacant space to the tenant.
Indexation should identify the index, first adjustment date, frequency and treatment of a negative or discontinued index. The Polish Civil Code contains a default mechanism under which a landlord may increase rent by terminating its existing amount with at least one month's notice effective at month-end. Business parties should therefore regulate the agreed adjustment mechanism expressly.
The tenant should also confirm whether rent accrues during fit-out, what happens when access is materially interrupted and whether the security — deposit, bank guarantee or voluntary submission to enforcement — secures rent alone or a wider pool of claims.
Why do handover and the defect regime matter?
The landlord should deliver and generally maintain the leased property in a condition fit for the agreed use; minor repairs connected with ordinary use are allocated to the tenant. Commercial leases frequently adjust that division, so the contract should map specific installations and repairs to each party.
Defects limiting usefulness may support a rent reduction. A defect preventing the agreed use, not remedied within an appropriate period after notice or incapable of remedy, may support termination without notice. The result depends on the defect, the tenant's knowledge and the contract. A tenant should not assume that every breakdown automatically suspends all rent.
A detailed protocol should include photographs, meter readings, finishes, installations, equipment and a snagging list with remediation dates. It also matters on exit because Polish law presumes that the leased property was initially delivered in good and usable condition.
How should fit-out and improvements be dealt with?
Fit-out needs an approved design, budget, timetable and acceptance process. The parties should allocate responsibility for permits, contractors and damage, and decide which elements may remain after expiry.
Under the statutory default, the landlord may elect to retain improvements against payment of their value at handback or require reinstatement. That uncertainty is unsuitable for a costly fit-out. The contract should classify improvements as retained without settlement, settled under an agreed formula or removed by the tenant.
Any landlord contribution should cover payment conditions, evidence of expenditure, VAT and possible repayment on early termination, rather than merely stating a headline amount.
Can the tenant exit before the agreed end date?
An indefinite lease may be terminated using contractual notice periods or, if none are agreed, statutory periods. For premises with monthly rent, the statutory notice is three months effective at the end of a calendar month.
A fixed-term lease may be terminated early in the cases stated in the contract. The list should reflect the business: failure to obtain a critical approval, prolonged loss of access, failure to cure a material defect, permanent loss of an essential building function or an agreed break option after a minimum period.
Each trigger should be objectively testable and accompanied by notice and cure mechanics. Vague “important reasons” increase dispute risk. Assignment, subletting and substitution of a replacement tenant may offer a practical alternative exit.
What if the property is sold?
A purchaser generally steps into the landlord's position but may have a statutory right to terminate. That right is excluded where the lease is for a fixed term, in writing with a certified date, and the premises have been handed over.
For a tenant funding a substantial fit-out, the certified date is commercially significant. The lease should also require the seller to disclose the lease, transfer the deposit and preserve agreed fit-out settlements.
How the issue appears in practice
Hypothetical example: a showroom after a costly fit-out
Hypothetical example: a showroom after a costly fit-out A company takes a five-year lease for a Polish showroom and invests PLN 450,000 in lighting, installations and bespoke fittings. The lease states only the rent and has no early termination clause. It does not document the installations, allocate improvements or address a delayed fire-safety inspection. Four months later, the installation requires reconstruction, the showroom cannot open and rent is already accruing. The landlord also expects full reinstatement on expiry. The risk would be reduced by linking rent commencement to compliant handover, using a technical protocol, agreeing defect and long-stop procedures, creating an exit right for prolonged failure and allocating retained and removable improvements. A certified date would also be justified for the five-year commitment.
Matters to determine or verify before proceeding
- Who owns the premises and is the signatory properly authorised?
- Is the intended use compatible with the premises, building documents and required approvals?
- What is the total first-year cost and the cost after each indexation?
- How will handover document installations, meters, equipment and existing defects?
- Who funds and performs repairs, inspections, compliance works and fit-out?
- Which improvements remain, which are settled and which must be removed?
- Which objectively defined events permit early termination of a fixed-term lease?
- Are security, assignment, subletting, sale and handback proportionate and workable?
Key issues at a glance
| Issue | Key information |
|---|---|
| Indefinite term | Termination follows agreed notice or statutory notice if the contract is silent. |
| Fixed term | Early termination requires contractual events or a specific statutory ground. |
| Defects | A rent reduction or termination may be available depending on seriousness, knowledge and the landlord's response. |
| Improvements | Without a different agreement, the landlord selects the statutory settlement route at handback. |
| Sale of property | A written fixed-term lease with a certified date and completed handover strengthens protection against termination by a purchaser. |
| Rent arrears | Before immediate termination of a premises lease, the landlord must give written warning and an additional month to pay. |
Legal basis
- Polish Civil Code of 23 April 1964, in particular Articles 659–690.
This article provides general information and does not constitute legal advice for a specific matter. The appropriate solution depends on the facts, documents and business objective.
Summary
The material risk in a commercial lease often sits outside the headline rent: in readiness, additional costs, fit-out and the absence of an exit. The lease should reflect the real opening timetable and the eventual handback scenario. ---