Buying a new apartment directly from a developer in Poland involves a developer agreement — umowa deweloperska — that is unlike any standard sale contract. Governed by a dedicated law (the Developer Act), it imposes strict obligations on developers and provides buyers with significant protections — but only if you know what to look for and what rights you have.
This guide explains what the developer agreement in Poland contains, what rights buyers have, what to watch out for, and how foreign buyers can protect themselves when purchasing off-plan property.
📚 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
- → Developer Agreement in Poland (this article)
- 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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What Is the Umowa Deweloperska?
The developer agreement (umowa deweloperska) is a contract between a buyer and a developer for the purchase of a property that does not yet exist or is under construction. Under Polish law (the Developer Act of 20 May 2021), it must be executed as a notarial deed — not a private written agreement — which means it is legally binding and creates enforceable rights on both sides.
The developer commits to build the property according to agreed specifications and transfer ownership by a specified date. The buyer commits to pay in instalments according to an agreed schedule. Unlike buying on the secondary market, no PCC tax applies — instead VAT (8% for apartments up to 150 m²) is included in the developer’s price.
| Question | Answer |
|---|---|
| Legal basis | Developer Act of 20 May 2021 (Ustawa deweloperska) |
| Form required | Notarial deed — mandatory |
| PCC tax | None — VAT applies instead (8% for apartments ≤150 m²) |
| Buyer protection — escrow | Developer must use a residential escrow account (open or closed) — funds protected |
| Buyer protection — defects | Developer responsible for physical defects for 5 years from handover |
| Right to withdraw | Buyer can withdraw within 30 days if developer prospectus contains false info; also if developer fails to deliver |
| Developer prospectus | Developer must provide a detailed prospectus before signing — includes building specs, completion timeline, financial security |
| Completion guarantee | Developer must have a bank guarantee or insurance policy as financial security |
Key Protections for Buyers Under the Developer Act
Poland’s Developer Act introduced comprehensive buyer protections that significantly reduced the risks of off-plan purchases:
1. Escrow Account Obligation
All buyer payments must go into a dedicated residential escrow account — either open (funds released to the developer in stages as construction milestones are reached) or closed (all funds released only after the apartment is delivered and ownership transferred). This protects buyers in case of developer insolvency.
2. Developer Prospectus (Prospekt Informacyjny)
Before signing any agreement, the developer must provide a standardized information prospectus covering: the development, the developer’s financial situation, planned completion date, legal status of the land, building specifications, and financial security mechanism. Misrepresentation in the prospectus gives the buyer a 30-day right to withdraw.
3. Five-Year Defect Liability
The developer is liable for physical defects for 5 years from the handover date. For defects noticed at handover, the buyer can refuse to accept the apartment until they are remedied. Your lawyer should attend the handover inspection with you (or on your behalf via PoA) and prepare a detailed defect protocol.
What to Watch Out for in Developer Agreements
Despite the strong legal framework, developer agreements often contain clauses that are unfavourable to buyers. Common red flags:
- Vague completion dates: look for a specific calendar date, not just “within 24 months of obtaining a building permit”
- Unilateral price adjustment clauses: some developers include clauses allowing price increases due to material cost inflation — legal but must be clearly defined
- Broad change-of-specifications rights: the developer should not be able to change the apartment’s area, layout, or finishes unilaterally without your consent
- Penalty asymmetry: penalties for late completion should be at least as high as penalties for buyer payment delays
- Definition of “usable area”: ensure you know whether balconies, terraces, and storage rooms are included in the contracted area
The Process: From Reservation to Handover
A typical new-build purchase in Poland follows these stages:
- Reservation agreement (umowa rezerwacyjna) — informal, short-term, removes the apartment from sale; small reservation fee typically PLN 5,000–20,000
- Developer prospectus review — you receive and review the full prospectus; your lawyer reviews it too
- Developer agreement (umowa deweloperska) — signed as a notarial deed; payment schedule begins
- Instalments — paid into escrow per the agreed schedule as construction progresses
- Handover (odbiór techniczny) — apartment inspected, defect protocol signed
- Transfer deed (umowa przeniesienia własności) — final notarial deed transferring ownership; all purchase price already paid from escrow
For foreign buyers, every stage except the physical handover can be handled remotely through a Power of Attorney.
Frequently Asked Questions
Can a developer increase the price after signing the developer agreement?
Price increases are only permitted if explicitly provided for in the agreement under clearly defined conditions (e.g., tied to a specific cost index). Even then, the increase must be within agreed limits. A blanket developer right to increase prices is considered an abusive clause. Your lawyer should flag and negotiate such clauses before signing.
What happens if the developer goes bankrupt before completing the project?
The escrow account mechanism protects buyers in this scenario. Funds in a closed escrow are returned to buyers. Funds in an open escrow (released to the developer during construction) may be partially at risk if a bank guarantee or insurance policy does not cover the shortfall. This is why the financial security mechanism is critical to verify before signing.
I want to make changes to the apartment during construction — is this possible?
Yes, but it must be formally agreed in a written annex to the developer agreement, specifying the changes, any additional costs, and whether the changes affect the completion timeline. Verbal agreements with the developer’s sales team have no legal force.
Do I need a lawyer to review a developer agreement in Poland?
Strictly speaking, no — but in practice, yes. Developer agreements are complex, often run to 30+ pages, and contain legally significant clauses that are easy to miss if you are not a Polish property lawyer. CGO Legal reviews developer agreements and negotiates unfavourable clauses before our clients sign.
Need legal assistance?
CGO Legal provides end-to-end real estate legal services for foreign buyers — in English, remotely.
Related: Notarial deed in Poland | PCC tax and VAT on property in Poland | Land Register in Poland
