Buying commercial real estate in Poland as a foreign company or investor involves a distinct legal framework from residential purchases. The permit requirements are different, the due diligence scope is broader, and the transaction structure — whether asset deal or share deal — has significant tax implications. Poland remains one of Central Europe’s most attractive destinations for commercial property investment, and understanding the rules before you proceed is essential.
This guide covers who needs a permit, the due diligence process for commercial assets, transaction structures, and key risks for foreign buyers.
Table of Contents
📚 REAL ESTATE IN POLAND — COMPLETE LEGAL GUIDE FOR FOREIGN BUYERS
- Buying an Apartment in Poland as a Foreigner
- PCC Tax When Buying Property in Poland
- Notarial Deed in Poland
- Power of Attorney for Property Purchase in Poland
- Land Register in Poland (Księga Wieczysta)
- Annual Property Tax in Poland
- → Buying Commercial Real Estate in Poland (this article)
- Developer Agreement in Poland
- Mortgage in Poland for Foreigners
- Capital Gains Tax on Property Sale in Poland
- Inheritance of Real Estate in Poland by a Foreigner
- Building a House in Poland: Permits & Process
- Real Estate Investment in Poland
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Who Needs a Permit to Buy Commercial Property in Poland?
Unlike residential apartments, commercial real estate — particularly land and standalone commercial buildings — is more likely to require a permit from the Ministry of Interior and Administration (MSWiA) for non-EEA buyers. The rules under the Act on the Acquisition of Real Estate by Foreigners apply based on the buyer’s nationality and the type of asset.
Key distinctions:
- EEA and Swiss companies: generally no permit required for commercial real estate (with some exceptions for agricultural land and forests)
- Non-EEA companies: permit required for any real estate acquisition, unless the company has been established in Poland for at least 5 years and its controlling shareholders are EEA nationals
- Agricultural and forest land: special regime applies regardless of nationality — separate rules under the Agricultural Land Act
| Question | Answer |
|---|---|
| Permit required (non-EEA buyer) | Yes — from Ministry of Interior (MSWiA); process takes 2–4 months |
| Permit required (EEA buyer) | Generally no — exceptions for agricultural/forest land |
| Due diligence scope | Title, zoning, building permits, environmental, lease agreements, utilities |
| Typical transaction structures | Asset deal (direct purchase) or share deal (acquire company owning the property) |
| PCC on commercial asset deal | 2% of transaction value |
| VAT | 0–23% depending on property type and transaction structure; often subject to VAT election |
| Land-use plan (MPZP) | Critical — determines what the property can be used for; must be verified before purchase |
| Average transaction timeline | 3–6 months from LOI to closing |
Asset Deal vs. Share Deal
Commercial real estate in Poland is frequently acquired either directly (asset deal — buying the property itself) or indirectly (share deal — buying the shares of the company that owns the property). Each structure has different legal, tax, and practical implications:
| Factor | Asset deal | Share deal |
|---|---|---|
| PCC | 2% of property value | 0.5% of company share value (or 1% above PLN 1M) |
| VAT | May apply (depends on property type and parties) | Not applicable (shares are VAT-exempt) |
| Permit requirement | Triggered by the property transfer | May be triggered depending on company structure |
| Hidden liabilities | Buyer does not inherit seller’s liabilities | Buyer inherits all company liabilities |
| Transfer formalities | Notarial deed required | Written agreement (notarial form recommended) |
Due Diligence for Commercial Property in Poland
Commercial real estate due diligence in Poland covers significantly more ground than a residential purchase. CGO Legal’s commercial due diligence review typically includes:
- Legal title: Księga Wieczysta review, ownership chain, encumbrances
- Zoning and planning: Local Land Use Plan (MPZP) or — where none exists — zoning decision (WZ), building permits and occupancy permits
- Environmental: soil contamination searches, environmental decisions, protected area status
- Tenancy: review of all lease agreements, break clauses, rent reviews, and arrears
- Utilities and infrastructure: connections, servitudes, utility agreements
- Corporate: in share deals, full review of the target company’s corporate records, outstanding liabilities, and litigation history
The Role of the Local Land Use Plan (MPZP)
Poland’s spatial planning system is decentralised. Municipalities adopt Local Land Use Plans (miejscowy plan zagospodarowania przestrzennego — MPZP) that determine what each plot of land may be used for. Not all areas have an MPZP — where none exists, you need an individual zoning decision (warunki zabudowy — WZ) to develop the land.
For commercial buyers, the MPZP or WZ is fundamental: it determines whether your planned use (retail, office, warehouse, hotel) is permitted on the site. Always verify the planning status before signing any commitment. A competent legal due diligence review covers this as standard.
Frequently Asked Questions
Can a foreign company buy a warehouse or logistics facility in Poland without a permit?
EEA-registered companies generally do not need a permit for commercial real estate purchases, including logistics and industrial properties. Non-EEA companies require a permit from MSWiA. In practice, many foreign logistics investors structure their Polish holding through an EEA-registered entity.
What is the typical timeline from letter of intent to closing for a commercial property in Poland?
A straightforward commercial transaction (existing asset, no permit required, clean due diligence) typically closes in 3–4 months from LOI. Complex transactions involving permits, multiple properties, or share structures can take 6–12 months.
Is there a stamp duty on commercial real estate in Poland?
There is no separate stamp duty. The main transaction tax is PCC (2% on asset deals from non-VAT sellers, or 0.5–1% on share deals) or VAT (0–23% depending on the structure). Your tax advisor should model both options before structuring the transaction.
Can I finance a commercial property purchase in Poland with a foreign bank loan?
Yes. Polish law allows foreign bank financing of Polish real estate. The foreign bank’s mortgage will be registered in Department IV of the Księga Wieczysta. You may need a legal opinion confirming Polish law compliance of the loan documentation.
Need legal assistance?
CGO Legal provides end-to-end real estate legal services for foreign buyers — in English, remotely.
Related: Buying an apartment in Poland as a foreigner | Obtaining permit to buy land in Poland | Real estate investment in Poland
