Termination of a commercial lease agreement in Poland

Termination of an indefinite-term lease agreement in Poland

Pursuant to Article 673 § 1 of the Polish Civil Code, if the duration of the lease is not specified, both the landlord and the tenant may terminate the lease in accordance with the contractual notice periods, and in the absence thereof, in accordance with the statutory notice periods.

If the parties to a commercial lease agreement have not specified a notice period, the notice periods set forth in Article 673 § 2 of the Polish Civil Code apply, namely:

• for rent payable at intervals longer than one month – at least three months in advance, at the end of the calendar quarter;
• for rent paid monthly – one month in advance, at the end of the calendar month;
• for rent paid at shorter intervals – three days in advance;
• and for daily leases – one day in advance.

The notice period is therefore closely linked to the frequency of rent payments by the tenant. Rent is usually paid on a monthly basis, and thus the notice period is one month in advance, at the end of the calendar month.

Is a party required to state the reason for terminating an indefinite-term lease agreement?

The party terminating an indefinite-term lease agreement is not required to state the reason for termination, regardless of the motives behind the decision to end the lease. In practice, for the termination to be effective, it is sufficient to cite the relevant clause of the lease agreement and submit a notice of termination, for example:

“Pursuant to § 12(4) of the lease agreement for commercial premises No. 11 with an area of 50 m² located in the retail and service building at 12 Hipoteczna Street in Warsaw, entered into on February 1, 2026, I hereby terminate the lease agreement.”

Terminating a commercial lease agreement entered into for an indefinite term should therefore not pose any significant practical difficulties. Importantly, the right to terminate a lease agreement cannot be waived or excluded by a contractual provision. Nor can the possibility of terminating an indefinite-term lease agreement be limited to specific cases listed in the agreement. This would be contrary to Article 673 § 1 of the Polish Civil Code.

Termination of a fixed-term lease agreement in Poland

An issue that raises more doubts and problems in practice is the possibility of terminating a lease agreement concluded for a fixed term. As noted above, commercial lease agreements are entered into for a fixed term to ensure the stability and predictability of the lease relationship and, consequently, to protect both parties. However, this stability is not absolute or unquestionable, and agreements may be terminated under certain circumstances.

A practical example from Polish case law:

“(…) the essence of a fixed-term lease agreement is that the parties remain in that relationship for the entire predetermined period, and, by definition, such a lease is of a permanent and continuous nature; since the purpose of such an agreement is to ensure the permanence of the lease relationship and to protect both parties, the appellant himself acknowledged in his appeal that this principle of permanence is subject to limitations. Pursuant to Article 673 § 1 of the Polish Civil Code , the parties to such an agreement may terminate the lease in the cases specified in the agreement, which occurred in the agreement at issue” (judgment of the Polish Court of Appeals in Warsaw, 1st Civil Division, dated May 17, 2017, case no. I ACa 336/16).

Pursuant to Article 673 § 3 of the Polish Civil Code , if the term of the lease is fixed, both the landlord and the tenant may terminate the lease in the cases specified in the agreement. The provision therefore stipulates that termination is permissible only in cases (circumstances) that have been explicitly specified by the parties to the lease agreement in the text of the agreement. Consequently, if the parties do not include appropriate provisions allowing for termination of the agreement, this will not be possible in practice. Two situations are therefore possible:

1. a fixed-term lease agreement that may be terminated by notice,
2. a fixed-term lease agreement that cannot be terminated, except by mutual consent of the parties to terminate the lease agreement or by an event that triggers termination under the provisions of the Polish Civil Code . As correctly noted in legal doctrine: “(…) the absence of relevant agreements between the parties providing for the possibility of termination by notice leads to the solidification of such a relationship and precludes its termination in this manner (E. Gniewek, P. Machnikowski (eds.), Civil Code. Commentary, 12th ed., 2025).

Grounds for terminating a lease agreement

In commercial lease practice, the grounds for termination are negotiated by the parties and then precisely defined in the text of the contract. These grounds may concern one party (the tenant or the landlord), both parties, or be of an objective nature, independent of the parties. At the same time,  “the grounds justifying termination need not be identical for both parties” (W. Borysiak (ed.), Civil Code. Commentary, 34th ed., 2025), and thus the parties have broad contractual freedom in this regard, stemming from the principle of freedom of contract, which allows the parties to structure their termination rights asymmetrically.

In practice, this is usually how it works. Landlords seek to cover as wide a range of grounds for terminating the lease as possible, arising from breaches of the lease by the tenant. This allows for greater protection of the landlord’s interests and provides more flexibility in responding to instances of non-performance or improper performance of contractual obligations by the tenant.

From the perspective of a commercial landlord, examples of grounds for terminating a lease agreement in Poland include situations where the tenant:

• ceases to meet their financial obligations under the lease agreement, stops paying rent, maintenance fees, or other charges specified in the agreement,
• uses the leased property for purposes other than conducting business activities, for example, by living there,
• uses the leased property contrary to the purpose specified in the agreement (e.g., conducts business in an office space),
• assigns or subleases the property, makes it available for shared use, or transfers possession of the entire property or any part thereof without the prior written consent of the landlord,
• fails to comply with the building regulations of the building in which the leased property is located, for example, by disturbing the peace and quiet in the building or failing to comply with safety and fire protection rules,
• makes alterations, changes, or improvements to the premises without the landlord’s consent,
• fails to maintain cleanliness and order in the leased premises,
• loses general liability insurance covering bodily injury and property damage, as well as insurance covering damage to the landlord’s property arising from the occupancy of the premises,
• fails to meet the obligations to provide the security deposits specified in the lease agreement by the agreed deadline,
• is declared in liquidation or the tenant is the subject of a resolution to dissolve the tenant while maintaining solvency,
• ceases to fulfill its obligations within the meaning of the Polish Bankruptcy and Restructuring Law.

It is also important for the parties, when drafting the grounds for termination in the lease agreement, to avoid imprecise wording such as:

• “serious breach of the agreement”,
• “material default on the part of the tenant”,
• “significant nuisances caused by the tenant” or
• “particularly disruptive”.

The parties may interpret these vague phrases differently, which could lead to a dispute over whether the grounds for terminating the lease agreement have (already) occurred or not (yet). It is therefore recommended to use precise terms in the agreement to minimize the risk of misinterpretation.

How to effectively terminate a commercial lease agreement in Poland?

Termination of a commercial lease agreement must be in the form of a written unilateral declaration of intent. The Polish Civil Code does not specify a particular form for such a declaration; however, in practice, it is generally accepted that the safest form for terminating a commercial lease agreement is in writing. The notice of termination must be sent by mail with proof of mailing and proof of receipt. Of course, the notice must be unambiguous and directly communicate the party’s intent, and thus clearly identify:

• the party issuing the notice,
• the addressee,
• the legal relationship to which it pertains, and
• an unambiguous statement of its termination.

Request to remedy breaches before termination

In practice, landlords often issue a demand requiring the tenant to remedy a specific breach of the lease within a specified period (e.g., 7 days) prior to terminating the lease. The demand should clearly state that if the breach is not remedied, the lease will be terminated without notice. Upon the ineffective expiration of the deadline, the landlord has the right to terminate the lease without notice.

In cases of breaches by the tenant, this approach can often prove effective for the landlord, as it gives the tenant an additional opportunity to voluntarily comply with the terms of the lease and remedy the breaches. This may limit the escalation of the dispute and the need for immediate termination of the lease (and thus potential financial losses for the landlord).

The right to terminate a commercial lease for “good cause”

Case law has also presented a second view, according to which the parties may include a provision in a commercial lease agreement stating that a fixed-term lease agreement may be terminated “for good cause” i.e., without enumerating such causes in the text of the contractual provision. The main argument supporting this view is that in the event of interpretative doubts between the parties as to whether “good cause” actually existed (or not) in a given set of facts, the matter will be decided by the adjudicating court, rather than by the biased parties.

A practical example from Polish case law:

“A provision in a fixed-term lease agreement providing for the possibility of terminating the agreement ‘for good cause’ falls within the scope of Article 673 § 3 of the Polish Civil Code.”

(Resolution of the Polish Supreme Court of November 21, 2006, case no. III CZP 92/06, OSNC 2007, No. 7–8, item 102).

However, to ensure greater legal certainty for the parties, it seems that the possible grounds for termination should be listed exhaustively and as precisely as possible in the lease agreement, and relying on the position described above entails unnecessary legal risk.

Right of access to the premises prior to termination of the lease agreement

A common reason for the landlord to terminate a lease agreement is the use of the premises contrary to their intended purpose, such as conducting commercial activities in an office space or engaging in other activities inconsistent with the agreement or the nature of the property.

To ensure the effective exercise of the right to terminate the lease, it is recommended that the landlord reserve in the lease the right to enter the premises for the purpose of inspection, verifying the condition of the premises, and checking that violations have been remedied. This right should be exercised at an agreed-upon time, except in emergency situations, when the landlord may enter at any time. This right should also apply to persons acting on behalf of the landlord (employees, appraisers, contractors). A report should be prepared following the inspection, possibly accompanied by photographic documentation.

Agreement of the parties to terminate the lease agreement

Finally, it is also worth noting that any lease agreement (whether for a fixed or indefinite term) may be terminated by mutual consent, pursuant to Article 353¹ of the Polish Civil Code, provided that the parties agree on the terms of termination. The parties then enter into an agreement to terminate the lease, in which, in addition to the termination date itself, they specify, among other things, mutual settlements, including the repayment of any arrears, the issue of improvements and work performed on the premises, the return of security deposits, and the procedure for vacating the premises.

Summary

Termination of a commercial lease in Poland is one of the key issues related to commercial real estate. As a general rule, termination of a fixed-term lease is not permitted unless the parties have expressly provided in the agreement for specific cases allowing for early termination of the lease. In practice, the most common approach is to precisely and exhaustively define the grounds for termination, especially with regard to breaches by the tenant.