Publication date: 27.08.2024
Acquiring commercial real estate in Poland can be an important step for business development, especially for Ukrainian entrepreneurs seeking to expand their operations in the European market. However, this process requires careful planning, a deep understanding of Polish law and attention to numerous legal nuances. In this article, we will review the key stages of buying commercial real estate in Poland and the importance of professional legal support at every step.
Preparatory stage: assessment of opportunities and limitations
Before you start looking for a specific property, it is important to conduct a thorough legal analysis of the situation to determine the opportunities and limitations for foreign investors in Poland. This stage will help to avoid potential problems at later stages of the process.
Key aspects of the preparatory stage:
- Analysis of the legal status of the buyer (individual, legal entity)
- Study of restrictions for foreigners on the purchase of real estate
- Assessment of the need to obtain special permits
- Analysis of tax consequences of real estate acquisition
- Determining the optimal structure of the transaction
To conduct such an analysis, it is recommended to seek the advice of a lawyer specializing in commercial real estate and the rights of foreigners in Poland.
Selecting the object and conducting due diligence
After identifying the general opportunities and limitations, the next step is to select a specific property and conduct a thorough due diligence. This stage is critical to avoid hidden risks and ensure the safety of the investment.
Key aspects of due diligence:
- Verification of property rights and possible encumbrances
- Analysis of permits for construction and operation
- Review of lease agreements (if the property is leased)
- Verification of compliance with environmental standards
- Analysis of urban development plans and possible use restrictions
Conducting a legal analysis of documents at this stage will help to identify potential problems and risks associated with the real estate object.
Question
Do I need a special permit to purchase commercial real estate by a foreigner in Poland?
Answer
In most cases, a foreigner from a non-EU/EEA country (e.g. a Ukrainian) needs a special permit from the Ministry of the Interior and the Polish Administration to purchase commercial real estate in Poland. However, there are exceptions, for example, if the property is purchased by a Polish company established by a foreign investor. In addition, the procedure may differ depending on the type of real estate and its location. In order to obtain accurate information regarding your specific situation, it is recommended to conduct a legal analysis of the situation with the help of a qualified professional.
Transaction structuring and negotiations
After selecting a property and conducting due diligence, the next important step is to structure the deal and negotiate with the seller. At this stage, it is critical to properly formalize all the terms of the transaction and protect the interests of the buyer. To ensure the legal purity and favorable terms of the transaction, it is recommended to obtain a legal opinion from a lawyer.
Key aspects of transaction structuring:
- Determining the optimal form of acquisition (direct purchase of an asset or acquisition of a company)
- Development of the payment structure and possible guarantees
- Determination of the terms of real estate transfer
- Negotiation of the parties' liability and seller's guarantees
- Development of mechanisms for resolving possible disputes
Each of these points requires careful legal analysis and formulation. A lawyer in Poland can provide you with the necessary support in preparing and conducting negotiations.
Preparation and signing of the purchase and sale agreement
Preparation and signing of the purchase agreement is a key step in the entire process. This document should clearly reflect all the terms of the transaction and protect the interests of the buyer. To ensure the legal correctness and completeness of the agreement, it is recommended to obtain written advice from an experienced lawyer.
The key elements of a purchase and sale agreement are:
- Accurate description of the property
- Price and payment terms
- Warranties and representations of the seller
- Terms of transfer of real estate
- Allocation of costs and tax liabilities
It is important that the contract is drafted in accordance with all the peculiarities of Polish law. An online lawyer can provide you with the necessary support in preparing and reviewing the contract.
Notarization and registration procedure
After signing the sale and purchase agreement, the next step is to notarize the transaction and register the ownership. This stage requires compliance with a number of formalities and procedures. To ensure that all actions are correct, it is recommended to obtain legal advice.
Selecting a notary and preparing a notarial deed
Payment of taxes and fees related to the purchase of real estate
Submission of documents for registration of ownership
Obtaining an extract from the land register
Handing over the keys and documentation to the property
Each of these steps has its own legal nuances and requirements. A legal analysis of the entire process will help to avoid delays and ensure quick registration of ownership.
Post-sale legal aspects
After the successful completion of the transaction and acquisition of ownership of commercial real estate, there are a number of important legal aspects that need to be taken into account. To ensure full legal protection of your investment, it is recommended to have the documents regularly reviewed by a lawyer.
Important post-sale aspects:
- Execution of utility contracts
- Obtaining the necessary licenses and permits for doing business
- Fulfillment of tax obligations related to real estate ownership
- Management of lease relations (if the property is leased)
- Planning of possible reconstruction or re-profiling of the object
Each of these aspects has its own legal nuances and potential risks. An online lawyer can provide you with the necessary guidance and help you avoid violations that could lead to problems in the future.
Features for foreign investors
For Ukrainian and other foreign investors, the process of acquiring commercial real estate in Poland may have additional features and requirements. This may relate to issues of obtaining permits, taxation, repatriation of profits, etc. To address these specific issues, it is recommended to contact a lawyer in Warsaw who has experience working with foreign investors.
Additional aspects for foreign investors:
- Obtaining a permit for the purchase of real estate (for non-EU residents)
- Peculiarities of taxation of income from commercial real estate for non-residents
- Possibilities of profit repatriation
- Currency control rules for international transactions
- Peculiarities of real estate management through a Polish company
Each of these aspects requires careful consideration and can significantly affect the efficiency of your investment. A legal opinion from a lawyer will help you understand all the nuances and avoid potential problems.
Acquiring commercial real estate in Poland is a complex process that requires a deep understanding of Polish law, careful preparation and attention to detail at every stage. From preparatory analysis of opportunities to post-sale management, each step has its own legal nuances and potential risks.
Given the complexity of the procedure and the significant financial investment involved in the purchase of commercial real estate, it is strongly recommended to seek professional legal assistance. A qualified lawyer can conduct a detailed legal analysis of all aspects of the transaction, provide an objective legal opinion on potential risks and assist at all stages of the real estate acquisition process.
If you are planning to buy commercial real estate in Poland or have already started this process, we recommend that you contact the legal marketplace CONSULTANT. Our experienced lawyers and attorneys specializing in commercial real estate and having experience working with foreign investors will provide you with qualified assistance, conduct a detailed legal analysis of your project and offer optimal solutions. Do not risk your investment - entrust the solution of legal issues to professionals. Contact CONSULTANT today and take the first step towards the successful acquisition of commercial real estate in Poland!
