In Poland, there is usually a month or two, sometimes a quarter, between "I buy" and the notarial deed – the buyer waits for the loan, and the seller gathers documents. This time is secured by a preliminary agreement (Articles 389–390 of the Civil Code): an obligation to conclude a future sales agreement. One poorly chosen element – form, deposit, lack of a deadline – can cost tens of thousands of PLN or the loss of an apartment right before your eyes. This guide walks through all decisions step by step, with regulations in hand – and with threads that local guides remain silent about: the 0% PCC relief for the first apartment and signing the agreement from abroad.
In short: a preliminary agreement does not transfer ownership (this is done only by a notarial deed – Article 158 of the Civil Code) and itself is not subject to PCC. It can be concluded in a simple written form (valid, but if the other party withdraws, you are left with only compensation) or in the form of a notarial deed (you can enforce the sale through the court and register the claim in the land and mortgage register). The deposit – usually about 10% of the price – is forfeited or returned double, depending on who breached the agreement.
Form: written or notarial? This is the most important decision
| Criterion | Simple written form | Notarial deed |
|---|---|---|
| Validity | Yes – fully binding | Yes |
| Cost | 0 PLN | Fee based on value (for 400,000 PLN max. 2,370 PLN net + 23% VAT; maximum rates – negotiable) |
| If the other party withdraws | Only compensation within the limits of the so-called negative interest of the agreement – "weaker effect" (Article 390 § 1 of the Civil Code) | You can seek enforcement of the agreement in court – the judgment replaces the notarial deed ("stronger effect", Article 390 § 2 of the Civil Code) |
| Entry of the claim in Section III of the Land and Mortgage Register | Practically unavailable | Yes – claim for transfer of ownership (Article 16(2)(2) of the Land and Mortgage Register Act); court fee 150 PLN (Article 43(3) of the Court Costs Act) |
| Deposit | Works identically in both forms (Article 394 of the Civil Code) |
Registering the claim in the land and mortgage register is an underrated weapon for the buyer: a disclosed claim is effective even against a person to whom the seller might attempt to sell the property "next to" you. Formally, the law requires at least notarized signatures for the registration document (Article 31 of the Land and Mortgage Register Act), but full enforceability of the claim is only granted by a preliminary agreement in the form of a notarial deed – and this is how it is done in practice (the notary immediately submits the land and mortgage register application). When is it worth paying extra for a notary? With high value, a mortgage loan, complicated legal status – or when anything in the other party's behavior raises doubts.
What the agreement must include (and what it should include)
Article 389 § 1 of the Civil Code requires one thing: defining the essential provisions of the promised agreement – that is, in the case of sale: who, to whom, what, and for how much. In practice, this means the details of the parties, a precise description of the property (address, land and mortgage register number, area; in the case of cooperative ownership rights – designation of the cooperative and rights) and the price.
The deadline is not a condition of validity – but its absence is a trap. If no deadline is specified, it is set by the entitled party; and if within a year from signing no one sets it, the request for the promised agreement expires (Article 389 § 2 of the Civil Code). Always enter a specific date. And a second clock: claims from the preliminary agreement expire one year from the day the promised agreement was to be concluded (Article 390 § 3 of the Civil Code).
Non-mandatory provisions that save the day in conflict: deposit with return rules, condition for obtaining a loan (with a deadline and effect: return of the deposit in a single amount), list of equipment remaining in the price, condition of the premises (preferably with an attached photo), date of handover, seller's declarations about the absence of debts, encumbrances, lease agreements, and registered persons, division of notarial costs.
Deposit: motivator from Article 394 of the Civil Code
Buyer withdraws from the agreement
The seller can withdraw from the agreement without setting an additional deadline and retain the deposit.
Seller withdraws from the agreement
The buyer can withdraw and demand double the paid deposit.
The agreement is concluded
The deposit is credited towards the price.
Termination of the agreement or circumstances for which no one is responsible (or both parties are responsible)
The deposit is returned in a single amount, without doubling (Article 394 § 3 of the Civil Code).
The law does not impose the amount of the deposit – it is usually about 10% of the price, less for expensive properties. Pay only by bank transfer, after signing the agreement, with a retained confirmation. Deposit ≠ advance: an advance is always refundable and secures nothing – the distinction is also confirmed by UOKiK. And an important credit nuance: without a clear provision, the fate of the deposit upon loan refusal can be contentious (courts assess individually whether it is "a circumstance for which neither party is responsible") – therefore, the clause "loan refusal = return of the deposit in a single amount" should be directly included in the agreement. The parties can also modify the rules of the deposit freely – Article 394 operates "in the absence of a different contractual stipulation".
Taxes on purchase: PCC 2%, but first apartment = 0%
- The preliminary agreement is not subject to PCC – the tax appears only with the sales agreement.
- In the secondary market, the buyer pays PCC 2% of the market value – collected by the notary at the deed (Articles 7 and 10 of the PCC Act).
- Relief "first apartment" (from 31.08.2023): 0% PCC, if the buyer previously did not have any apartment, house, or cooperative ownership right – with one exception: a share up to 50% acquired by inheritance does not revoke the relief (Article 9(17)). Note: a share from a donation does revoke it; the relief also does not cover the land itself. For an apartment costing 400,000 PLN, this means 8,000 PLN savings.
- Buyers in bulk from a developer: 6% PCC from the sixth and subsequent units in the same investment (from 1.01.2024) – applies to purchases with VAT, not the secondary market.
Documents and preparation costs
| Document | Source | Cost |
|---|---|---|
| Ordinary excerpt from the land and mortgage register | ekw.ms.gov.pl (online, immediately) | 30 PLN electronic / 45 PLN paper (rates from 31.03.2026 – older guides provide outdated 20 PLN) |
| Basis of acquisition (deed, certificate of inheritance, court ruling) | documents from the seller | – |
| Certificate of no arrears in payments | community/administrator or cooperative | usually 0–50 PLN, several to several days |
| Certificate of no registered persons | municipal office | 17 PLN stamp duty (your own data from the PESEL register can be obtained online for free) |
| Energy performance certificate | authorized person (register on gov.pl) | usually several hundred PLN; mandatory only at the sales deed, not at the preliminary agreement – but order it in advance; failure to provide it incurs a fine treated as an offense |
| For the seller's loan: certificate of balance + promise of mortgage release | seller's bank | according to the bank's price list, usually up to 2 weeks |
Buyer with a loan: the bank is obliged to issue a loan decision on the 21st day from the application submission (earlier – only with your consent; Article 14 of the Mortgage Credit Act), but realistically the entire process from application to fund disbursement usually takes 4–8 weeks. Set the deed date in the preliminary agreement with a buffer.
Land and agricultural land: other traps
For a plot, check the purpose in the agreement (MPZP or building conditions) and attach an excerpt from the land registry – full guide: Purchase of a building plot. For agricultural land (from 0.3 ha of agricultural land), sale outside the family runs through a conditional sales agreement: the notary notifies KOWR, which has a month to exercise the right of first refusal – only after its expiration (or a letter of resignation) do you sign the ownership transfer agreement. The preliminary agreement for the right of first refusal does not activate. And to clarify a common myth: there is no "certificate from KOWR on the right of first refusal" that one would need to obtain before the transaction – the procedure starts with notification after the conditional agreement.
Signing from abroad? It is possible – here’s how
- Preliminary written agreement: a simple written power of attorney is sufficient (the power of attorney follows the form of the act – Article 99 of the Civil Code). You can have your signature certified by a Polish consul (in the USA about 47 USD, visit through e-consulate) – for credibility towards the other party.
- Preliminary notarial and the sales deed: here the power of attorney must be in the form of a notarial deed – the consul cannot prepare it; in practice, it is done by a notary abroad (with apostille and sworn translation) or during a visit to Poland.
- Complete guides for remote transactions: buying an apartment in Poland from the USA and selling an apartment when you live abroad.
What next after the preliminary agreement
The final step is the notarial deed of sale (notarial costs calculated from the same fee table discussed in the guide on notarial costs) – and upon handing over the keys, handover protocol with meter readings, which completes the transaction. Are you buying from a developer? The developer agreement is under a different regime than the preliminary agreement – the escrow account, DFG, and the handover procedure are described here.
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