Preliminary Contract for Buying Property in Poland: What to Check

Planning to buy a flat or house in Poland? In almost every purchase you will first need to sign a preliminary contract (umowa przedwstępna) — a document that binds the buyer and seller to enter into the final contract (the notarial deed, akt notarialny) on agreed terms.

The preliminary contract isn't the final deal, but it's just as important as one. Mistakes at this stage can cost you your deposit, or even the property itself. This guide explains how the contract should be drafted, what conditions it must contain, and what to check before you sign.

The key distinction: a preliminary contract made in notarial form (before a notariusz — a civil-law notary, whose role is broader than a UK notary public) gives you the right to sue for completion under Article 544 of the Polish Civil Code (Kodeks cywilny, "KC"), compelling the seller to go through with the final deed. A contract made in plain written form is only a promise between the parties — much harder to enforce in court. Always aim for the notarial form.

Two forms — a major difference in enforceability

Plain written form

• Requires only both parties' signatures (paper or an electronic document is enough).
• Advantage: quicker and cheaper — no notary involved.
• Disadvantage: if the other side pulls out, enforcing the deal is difficult. You face a long court claim, and the document does not compel the other party the way a notarial one does.

Notarial form (akt notarialny)

• Must be drawn up by a notariusz (civil-law notary) in the presence of both parties, or their attorneys acting under a notarial power of attorney.
• Advantage: if the seller withdraws, you can sue them under Article 544 KC, and the court can compel them to complete the sale. This gives you much stronger protection.
• Disadvantage: more expensive (notarial fee) and a slower process to arrange.

In practice, buyers should insist on the notarial form — or, at the very least, on a clause that preserves the right to sue for completion under Article 544 KC.

What the preliminary contract must include

For the contract to be effective and to protect you against unexpected changes, it should contain:

1. The parties

• The seller's full personal details (name and PESEL — the Polish national ID number), or the company name if the seller is a legal entity.
• Your full details as the buyer.
• Details must be accurate — errors can invalidate the contract.

2. Description of the property

• The plot number and cadastral district (obręb ewidencyjny, taken from the land registry map).
• Address (street, house/flat number, postcode).
• Floor area (in m² for buildings and flats; for land, in hectares or m²).
• Type of property (flat, house, plot of land, commercial unit, etc.).
• Land and mortgage register details (księga wieczysta, "KW" — the public register of title and encumbrances), where available: KW number, registered owner, and any charges.

3. Agreed price

• The total price — an exact amount in PLN.
• No room for change — never accept wording such as "approximate price" or "subject to conditions"; that leaves the seller free to raise the price just before completion.
• Optionally, conditions for adjustment (e.g. if your mortgage APR changes, the price may move by X% — but this must be spelled out precisely).

4. Deadline for the final notarial deed

• Typically 30–90 days from signing the preliminary contract.
• The longer the period, the more time to prepare documents — but also more exposure to market changes.
• Always fix a firm deadline date — it binds both parties.

5. Suspensive conditions (very important)

• Obtaining mortgage finance — if you're buying with a mortgage, the contract should state that completion is "conditional on receiving a final mortgage offer from the bank."
• Sale of another property — if you need to sell your current home to raise the funds.
• Release of the seller's mortgage — if the property is currently mortgaged, the seller's bank must agree to discharge that charge on completion.
• No legal defects — confirmation that the property is free from court proceedings, seizure, or bailiff enforcement.

Suspensive conditions must be drafted precisely: who does what, by when, and what happens if the deadline passes (e.g. "the buyer has 21 days to submit a mortgage application; if the bank refuses by that date, the contract lapses").

6. Deposit (zadatek — earnest money — or zaliczka, an advance payment)

• Deposit amount — usually 5–10% of the price (e.g. on a price of PLN 400,000, a deposit of PLN 20,000–40,000).
• Deposit rules — under Article 394 KC, the buyer forfeits the deposit if they withdraw without good cause; the seller must return it doubled if they are the one who withdraws.
• Payment date — usually into the notary's client account or another contractually agreed account.

Note the distinction between a zadatek (earnest-money deposit, with the forfeit/double-refund rule above) and a zaliczka (a plain advance payment, simply refundable) — the contract should say clearly which one applies.

7. Seller's warranties

• The seller confirms they are the registered owner (as shown in the land and mortgage register).
• The property is free from defects other than those the seller has disclosed.
• There are no court proceedings, enforcement actions, seizures, or similar third-party claims against it.

8. Liability for defects (statutory warranty, rękojmia)

• The seller is liable for hidden defects for at least three years from handover (Article 557 KC).
• The contract should confirm this and clarify which defects count as "known" (e.g. an electrical fault that was already visible during viewings).

9. Transaction costs

• Who pays the notarial fee (usually the notary charges it, but the buyer typically reimburses)?
• Who pays the land registry entry fee?
• Who pays PCC — the civil-law transactions tax (2% of the price)?

10. Signatures and date

• Signatures of both parties (or their attorneys, if someone cannot sign in person).
• The date of signing — this matters for calculating deadlines.

Checks to make before you sign

Before signing, ask yourself — and the seller — the following:

1. Legal status in the land and mortgage register

• Check ekw.ms.gov.pl (the Polish online land and mortgage register) — is the seller actually listed as the owner?
• What mortgages encumber the property? Has the bank agreed to release them on sale?
• Are there any easements, restrictions, or claims recorded (Section III of the register)?

2. Local land-use plans

• Is the local council planning any change of use nearby (e.g. a new road next to the house)?
• Are there plans to raise property tax in the area?

3. Debts owed to the local authority

• Does the seller have outstanding local taxes or public-road charges?
• These debts can transfer to the buyer — ask for a certificate confirming there are none outstanding.

4. Condition of the building or unit

• For a flat in a block: what's the technical condition of the building, and are any communal renovations planned (which would raise service charges)?
• Are there any ongoing neighbour complaints (noise, water damage, etc.)?

5. Existing tenancy agreements

• If the property is currently let, review the tenancy agreements — tenants have rights that pass to the new owner.

Suspensive clauses and the deposit

A preliminary contract with suspensive conditions (such as obtaining a mortgage) should spell out what happens if those conditions aren't met:

• If you're relying on a mortgage and the bank refuses — do you lose the deposit? Contracts usually state: "if the bank refuses through no fault of the buyer, the deposit is returned."
• If you simply withdraw without good cause, the deposit is forfeited (Article 394 KC).

Tip: never sign a contract with suspensive conditions unless it's completely clear what happens if a condition isn't satisfied.

Frequently asked questions

Can I withdraw from the preliminary contract if I change my mind? Yes, but you will lose the deposit (if one was paid) and may also be liable to compensate the seller — a court would assess whether your withdrawal was without good cause, referencing Article 544 KC. Think carefully before signing.

Can the seller change the price just before completion? No, not if the preliminary contract fixed a final price. If they try to withdraw over changed terms, you can sue to compel completion on the terms set out in the preliminary contract, under Article 544 KC.

If the bank refuses my mortgage, do I lose the deposit? Usually not, provided the preliminary contract contains a suspensive clause making completion conditional on obtaining mortgage finance. If the mortgage falls through with no fault on your part, the contract lapses and the deposit is returned. Make sure this is clearly written into the contract.

Do I need a power of attorney to sign the preliminary contract from the UK? Not necessarily — but if you use one, it must be in notarial form (with an apostille and translation). Your attorney can then sign on your behalf. Without one, you'll need to attend in person.

Is a preliminary contract in plain written form legally valid? Yes, it binds both parties. But enforcement is harder — if the seller withdraws, you face a lengthy court case. The notarial form gives you stronger protection.