Tenant arrears in commercial premises and the right to retain property

Statutory lien on the tenant’s belongings

Article 670 § 1 of the Polish Civil Code provides that, to secure payment of rent and additional charges for which the tenant is in arrears for no longer than one year, the landlord is entitled to a so-called “statutory lien” on the tenant’s movable property that has been brought into the leased premises, unless such property is exempt from seizure. Legal doctrine indicates that the primary purpose of this provision is to “strengthen the landlord’s position” (E. Gniewek, P. Machnikowski (eds.), Polish Civil Code. Commentary, 12th ed., 2025).

A statutory lien on property arises directly from the provisions of the Polish Civil Code and is therefore enforceable regardless of other security measures that have been (or could have been) established to ensure the proper performance of the lease agreement, such as a security deposit, a bank guarantee, a tenant’s declaration of voluntary submission to enforcement, or other mechanisms. As noted in the legal literature: “It is not precluded, by virtue of the principle of freedom of contract, to establish other security for the landlord’s claims, e.g., in the form of a security deposit or a contractual lien (see H. Ciepła, in: Gudowski, Commentary, 2013, Book III, Part 2, Art. 670 of the Polish Civil Code, Nb 7, p. 410; K. Siwiec, Statutory Lien, pp. 18–19; idem, Review of Selected Cases, pp. 4–7)”

Practical example from Polish case law:

“No action on the part of the tenant or landlord is necessary for the statutory lien to arise; the lien does not arise upon the creditor’s declaration, nor is it created by any registration (e.g., as with a mortgage), nor by the delivery of the pledged item to the landlord; nor is the tenant’s awareness of the effect of bringing movable property into the leased premises, or the value of the movable property and its relation to the value of the claim secured by the lien, relevant; however, the existence of a specific claim – a claim for rent or other ancillary payments for a period not exceeding one year is necessary” (judgment of the Polish Court of Appeal in Kraków, 1st Civil Division, dated July 8, 2021, case no. I AGa 410/18).

But what does this provision mean in practice for a landlord, and in what situations can a landlord invoke it?

What types of tenant arrears does the statutory lien cover?

First and foremost, to utilize the statutory lien mechanism, the tenant must have outstanding debt under the lease agreement, regardless of the amount of the debt. The tenant’s debt may, of course, include the rent itself as the primary obligation under the lease agreement; however, in addition to rent arrears, the provision also uses the term “additional obligations” . What is meant by this, given that the legislature has not defined this term in the provision? It is assumed that the statutory lien on the tenant’s property also secures the fulfillment of other obligations for which the tenant is liable to the landlord, such as:

• utility charges for utilities in the premises (water, electricity, gas, waste disposal, communal antenna, etc.), provided that the tenant has not entered into separate contracts for their supply with utility providers, but is obligated to pay them directly to the landlord,
• other service charges related to the use of the building (security fees, building cleaning, lighting of common areas in multi-unit buildings, etc.),
• amounts due for minor repairs carried out by the landlord on behalf of the tenant, which are generally charged to the tenant (unless the parties have stipulated otherwise in the lease agreement),
• payment of interest on all amounts owed to the landlord by the tenant (i.e., rent and additional charges),
• legal costs, in the event that the landlord pursues claims against the tenant in court.

The provision does not, however, secure the landlord’s other claims arising from the lease agreement, such as claims for damages or payment of contractual penalties; this does not preclude the landlord from pursuing such claims using other security provided by the tenant.

For how long must the tenant be in arrears for the landlord to be able to exercise the statutory lien?

The right of lien secures only the obligations described in point 1) above, for which the tenant is in arrears for no longer than one year. “Arrears” should be understood as a simple delay in payment. The right of lien therefore does not cover receivables that have been due for more than one year.

Consequently, if the tenant falls behind on payments, it seems reasonable for the landlord to take legal action as soon as possible in order to exercise the statutory lien on the tenant’s property as effectively as possible.

What items may be subject to a lien in the leased premises?

Only movable property located within the leased premises may be subject to a pledge in favor of the tenant. “Movable property” refers to tangible items that can be physically moved or relocated without altering their intended use or causing damage. In practice, this includes any items of monetary value.

In the case of an office lease, the movable property that the tenant may leave in the leased premises and that may be subject to a lien will typically include: computers, printers, scanners, office furniture, etc.

However, in a situation where the tenant leases office space along with a parking space, the vehicle may also be subject to seizure by the landlord as an item “brought into” the leased property, specifically into the parking space that is an integral part of the leased property. Legal doctrine indicates that “there should be no doubt that movable property may also be ‘brought into’ leased premises that are not rooms. For example, in the case of leasing a parking space, a car parked in such a space should be considered “brought into” the leased property (W. Borysiak (ed.), Polish Civil Code. Commentary, 34th ed., 2025)

When a retail and service space is leased in a shopping center, even if the items are located in an area that has not been separated by temporary partitions, the lessor may also exercise a lien on the items left behind.

What items are not covered by the statutory lien?

A lien on the tenant’s property applies only to items located within the leased premises that are owned by the tenant; for example, if the tenant leases a photocopier from an outside company, it will not be subject to seizure. However, if the tenant is a co-owner of the property, the lien applies only to the tenant’s share in the co-ownership.

Lien on the tenant’s property – does the value of the seized items matter?

Importantly, to enforce a lien on the tenant’s property, the value of the items brought into the leased premises is irrelevant. The subject of the lien may include both the tenant’s items of minimal value as well as the aforementioned vehicles, machinery, or collectibles. It is also irrelevant that the total economic value of a given item significantly exceeds the landlord’s claim. Thus, in a situation where the tenant is in arrears on a payment of PLN 10,000, and the landlord seizes items with an estimated value of PLN 200,000, the seizure of the items will be effective and lawful.

Lien and the tenant’s removal of items from the premises

It should be noted, however, that a real risk for the landlord may be the expiration of the statutory lien as a result of the tenant removing items from the premises. This is because the provision applies only to items “that have been brought into the leased premises,” and thus are physically located within the premises. Article 671(1) of the Polish Civil Code provides that a statutory lien expires when the items subject to the lien are removed from the leased premises.

Consequently, if the tenant falls behind on rent, the tenant may remove the items from the leased premises without informing the landlord, who will then lose the ability to enforce the lien. It will therefore be important for the landlord to take legal action as soon as possible to enforce the lien on the items in the leased premises.

Can the landlord move the items subject to the lien (to another room, to a warehouse)?

The text of the provisions governing liens does not provide a clear answer to the question of whether a landlord may move or remove items from the premises, e.g., to another room or an off-site storage facility.

The provision merely states that the landlord has a right of lien on items “brought into the leased premises.” Furthermore, as noted above, Article 671 § 1 of the Polish Civil Code provides that the statutory right of lien expires when the items subject to the lien are removed from the leased premises.

To attempt to answer the above question, one must first analyze the purpose of the provision, which is to improve the lessor’s legal position in the event the tenant fails to pay the rent. Any interpretive doubts regarding the provision should therefore be resolved in favor of the lessor (creditor) as the party whom the legal mechanism of the lien is intended to protect.

Furthermore, in practice, exercising the lien may be the only feasible option for the landlord to satisfy their claims, particularly when the tenant has no other assets or is concealing assets, which also supports the landlord’s ability to remove items from the leased premises.

Moving the items also appears to be economically justified in a situation where the items are located in a premises that the landlord (after the current tenant has vacated it) wishes to adapt for a new tenant and then rent out. It is clear that, from the landlord’s perspective, an unrented property generates losses; therefore, the items in the rented premises should be moved to another location in order to rent the property to another tenant.

This position is confirmed by a ruling of the Polish Supreme Court, in which the Court held that when interpreting Article 671 § 1 of the Polish Civil Code regarding the expiration of this right of retention, one must take into account that this right was conceived as an instrument to protect the landlord’s interests. Therefore, the tenant’s removal of items from the leased premises to another location should not, as a general rule, result in the expiration of this right (Polish Supreme Court judgment of December 16, 2015, case no. IV CSK 141/15).

What legal steps should a landlord take after the seizure of items left by the tenant in the premises?

Under the law, the landlord’s claim against property subject to a lien is satisfied in accordance with the provisions governing judicial enforcement proceedings. This means that if a landlord wishes to satisfy a claim from the pledged property, they must take steps to obtain an enforcement order bearing an enforcement clause.

The landlord does not automatically “take ownership” of the tenant’s seized property, but must initiate court proceedings to obtain satisfaction. Only from the proceeds of the sale of the seized movable property will the landlord’s claim be satisfied. However, there is also another possibility that sometimes occurs in practice—the tenant and landlord may enter into an agreement providing for the landlord to take ownership of the pledged item, or another non-enforcement method of satisfying the claim.

Summary

Clearing the premises of the tenant’s belongings may sometimes be the only way to recover at least part of the debt owed by the tenant. However, our experience shows that not every landlord is aware of their statutory right to a lien on the tenant’s personal property. However, if the tenant leaves items of market value in the rented premises, the landlord should exercise this right of lien. The landlord should, however, remember that the right of lien secures payments that the tenant is obligated to make and is in arrears on for no longer than one year; therefore, in the event of debt, it is recommended to take legal action as soon as possible.