Commercial Tenancy Law in Poland
Content of the rental agreement
In the rental agreement, the landlord commits to provide use of commercial spaces precisely defined in the agreement to the tenant for a definite or indefinite time, and the tenant is obliged to pay the agreed rent to the landlord.
Care must be taken to ensure that the preamble of the rental agreement contains precise landlord’s data (landlord’s (company’s) name, address, tax ID no. and the KRS number, under which the landlord is registered in the National Court Register).
The excerpt from the Commercial Register should be enclosed as an attachment to the rental agreement, stating the rules of representation applying for the landlord. The tenant should insist to be provided with an excerpt from the commercial register reflecting the status of entries as close as possible to the date of conclusion of the rental agreement. In practice, usually extracts are accepted which are not older than 3 months.
Definition of the rental property
The rental property should be determined in the contract as accurate as possible to avoid later disputes.
First of all in this case it must be made sure that the landlord indicates in a proper statement the property title granting him the right to lease. This can be on one hand an ownership title to the subject real property, as well as to the buildings found on it, on the other hand the right of perpetual use of the land, as well as the ownership title of the buildings found on it. An excerpt from the relevant land register shall be enclosed to the rental agreement in the form of an Appendix. In case if the right to (further) renting arises from an already existing (main) rental agreement, it should be also specified in the rental (sublease) agreement.
When renting office space in an office building that has been built in the last few years, the area for which ultimately the rent shall be paid consists of the following components: the actual office space, a percentage of those areas which are accessible for all tenants of the given floor of the office building (the so-called common areas such as hallways, lift entry and exit area and toilets) and (optionally) a contractually determined number of parking spaces (usually in the underground parking).
To determine exactly the rental property, the rental agreement content or an appendix might contain listings providing the exact indication of square meters both of the total office space, as well as the individual premises (including meeting room, staff rooms, kitchen, technical premises for the server, etc.). Furthermore, adding a plan representing the location of the individual offices in form of a technical drawing is useful.
A rental agreement concerning the provision of commercial premises, which shall be concluded for a definite period of time however not shorter than one year, is to conclude in writing. In the opposite case the given agreement is considered as an agreement concluded for an indefinite period.
Furthermore, a fixed-term rental agreement, which was concluded for a period exceeding 10 years, is considered after the expiry of this period to be an unlimited agreement. This provision is not to be amended contractually.
Defects of the rental property
In case of defects of the rental property, the Polish Civil Code offers the tenant of commercial premises various possibilities to deal with the landlord.
In case of the rented office premises that bears a defect, which restricts its use for the contractually agreed purpose, the tenant has the possibility to reduce the rent for the time of the existence of this defect to a corresponding extent (like in the presence of unsealed windows or a non-functioning heating). By such reduction in rent, the mutual services are returned to an equivalent ratio.
In case if the defects already exist at the time of handing-over of the commercial premises and their use for the purposes referred to in the contract is rendered impossible, the tenant has the opportunity to terminate the contract without notice.
The same applies if corresponding defects are visible after the handing-over during use of the premises and the landlord does not eliminate these deficiencies within a reasonable time, although he was informed of the presence of the defects by the tenant. Finally, the tenant can terminate the rental agreement without notice if during the rental period defects arise that cannot be eliminated.
In this context shall be noted that the tenant’s rights under warranty mentioned above have a dispositive character and therefore may be amended contractually. This means that the landlord might also completely exclude its responsibility under warranty in the rental agreement.
Rent and additional costs
The rent represents the contribution for the use of the rental property. It is specified either directly in Polish Zloty or as appropriate equivalent of a certain amount in a foreign currency, mostly in EUR.
Incidental expenses consist usually of direct and proportional costs.
Direct costs include costs which are determined on the basis of reading devices, such as consumption of hot and cold water and electricity or on the basis of relevant bills, such as for example for telecommunications and Internet services, which are to be paid by the tenant. In his area of responsibility, the landlord can in principle only commit to create conditions (i.e. technical possibilities as well as the conclusion of respective contracts with media suppliers) for the provision of appropriate media.
The proportional costs, however, are on the one hand costs that are not caused by direct consumption or use by the tenant, such as guarding services of the office building in which the rental property is located or cleaning of common areas. On the other hand, those are costs associated with the real estate itself, such as the ground rent or property tax. In both cases, the total amount is usually distributed pro rata on individual tenants of the entire property.
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