The term “real estate” includes the following:

• Land
• Buildings permanently attached to the land and parts thereof (premises); these can be the object of different ownership than the owners of the land only if there are specific regulations authorizing separate ownership rights (e.g., condominium rights and the ownership of a building erected on land on which the right of perpetual usufruct has been established)

As a consequence, if the law does not provide otherwise, all structures erected on the land (e.g., a building) are always owned by the owner of the land and cannot be a separate object of ownership (superficies solo credit).

Property law is governed by the Civil Code. The management of property owned by the state or communes is also governed by the Property Management Law.

Legal title to land can generally be assessed based on entries made in land and mortgage registers maintained for each real property by the relevant district courts. The content of the registers is deemed conclusive as to the legal title held by an owner or a perpetual usufructuary.

The principle of reliability of land and mortgage registers protects those who acquire real property relying in good faith on the entries made in land and mortgage registers by courts. Those who acquire land free of charge cannot claim protection under the principle of reliability of the registers. A person acquiring land from an entity registered in a land and mortgage register as the landowner would effectively become a new owner even in cases where the entry was erroneous, provided that other conditions for the operation of the principle of legal reliability of the registers are met.

Land and mortgage registers also contain entries relating to the area of the land and the structures existing thereon. However, such entries are not legally conclusive and must be confirmed in each local commune’s land and building registers.

Title registration is managed by the district courts that maintain land and mortgage registers for real property.

The following rights are required to be registered:

• Ownership
• Perpetual usufruct
• Usufruct
• Easements
• Mortgages

Legal interests of third parties such as lease agreements, commitments to sell the real property or the rights of first refusal, may also be evidenced in the land and mortgage registers. However, it is not mandatory to register them. Once registered, such interests become binding on the third parties acquiring the real property and no party can effectively claim a lack of knowledge of such interests.

Ownership of land may be proven by an extract from the land and mortgage register issued by the district court. If a property is not registered in any land and mortgage register, a notarial deed documenting the agreement transferring an interest in the real property will be sufficient to prove ownership.

Yes. The land and mortgage registers maintained by the relevant district courts are available to the public online. Information about the ownership of real property can be searched for free.

Yes. Foreigners who are not citizens or companies of a member state of the European Economic Area (EEA) are required to obtain a permit from the minister of the interior to purchase land.

From 1 May 2016, residents of a member state of the EEA are not required to obtain a permit to purchase agricultural and forest real estate.

Note, however, that since 30 April 2016, the government has placed restrictions on trade in agricultural property that apply to all entities operating in the Polish market, irrespective of whether they are considered foreigners. The government has also suspended the sale of agricultural land that are owned by the state treasury and managed by the State Agricultural Support Center (“State Center”), for 10 years from the date the new law creating these restrictions became effective. The general rule is that only individual farmers can acquire agricultural property. In all other cases, with few exemptions, the consent of the State Center is required for a transfer of ownership. Moreover, the new agricultural property owner is under a statutory obligation to manage the farm located on the new agricultural property for at least five years following acquisition.

In the case of sale of agricultural property, a preemptive right will be vested to the tenant of such property (if additional conditions are fulfilled). If a tenant has not exercised its preemptive right or if there is no tenant, the preemptive right shall be vested by the force of law to the State Center.

The State Center will have a preemptive right over the shares of commercial companies that own agricultural property of an area of at least five hectares (or agricultural properties of a joint area of at least five hectares) and a right to purchase agricultural property of an area of at least five hectares (or agricultural properties of a joint area of at least five hectares) owned by a limited partnership when a partner changes or a new partner joins the partnership. The State Center will also have a right to purchase an agricultural property that is sold in any manner other than a sale agreement, including mergers, divisions and transformations of companies.

A foreigner may purchase apartments without obtaining prior consent.

Yes. Real property can be expropriated by the government if it is necessary for public use and appropriate compensation is paid.

Generally, a real property interest is held by any of the following means:

• Ownership
• Perpetual usufruct
• Condominium rights

As it is referred to in Poland, ownership is a title to real property equivalent to the “freehold title” in the English system. Ownership conveys freedom of use and includes the collection of benefits and the right to transfer for an unlimited period.

The right of perpetual usufruct is a title to real property owned by the state or a commune. This right can be established for a specified term of 99 years. In exceptional cases, such a period may be shorter, but not less than 40 years. The term of perpetual usufruct may be renewed. Perpetual usufruct is a transferable, alienable, and mortgageable right of use.

Natural persons and legal entities can be granted the right of perpetual usufruct to land owned by the state or a commune. Under Polish law, perpetual usufruct ranks second in the hierarchy of interests in real property.

The typical structure that is used is a Polish limited liability company (special purpose company).

Most real estate transactions are funded with a combination of internal financing and bank loans. Typically, a portion of the internal financing is provided in the form of intercompany loans. Internal financing is structured (directly by a shareholder or by a group financing entity located in a favorable jurisdiction) to allow for the tax-efficient distribution of interest and deducibility of the interest in Poland.

The seller usually prepares the letter of intent, which is the first document in any real estate transaction. The letter of intent specifies the basic conditions of the transaction and the exclusivity period for due diligence and negotiations of the transaction.

Generally, the buyer prepares the initial draft of the preliminary purchase and sale agreement (optional) and the final purchase and sale agreement. However, the parties may agree on different responsibilities on a case-by-case basis.

Yes. If land contamination existed before 30 April 2007, the landowner may be obligated to clean up the contamination. If contamination occurred after 30 April 2007, the polluter will be liable.

If the agreement establishing the perpetual usufruct right or the decision granting such right imposes an obligation to develop the real property (within a specified term), then such obligations are inherited by the future perpetual usufructuary.

Yes. The owner is liable on the basis of statutory warranty for defects in land title and in the building. However, these warranties may be excluded by agreement.

The owner or occupier may be liable for contamination if that owner or occupier contaminated the land after 30 April 2007.