Developer Agreement in Poland: What to Check Before You Sign

Before you sign a developer agreement in Poland, check five things: that the contract matches the developer's information prospectus, which type of escrow account and payment schedule it uses, whether the contractual penalties are balanced for both sides, what the land and mortgage register shows, and how acceptance of the flat and withdrawal from the contract work. Check the price as well: in Warsaw's Wola district the median price actually paid for new-build flats was PLN 20,714 per m² (RCN notarial deeds, transactions registered from 12 November 2024 to 19 December 2025), while the median asking price in developers' price lists there was PLN 28,340 per m² (NAWROCKI catalogue, 10 November 2026).

What a developer agreement is and why it matters most

The umowa deweloperska (developer agreement — the contract in which the developer undertakes to build the building, create the flat as a separate unit and transfer ownership to you, and you undertake to pay the price) defines your rights for months, often years, before you get the keys. Its rules are set by the Act of 20 May 2021 on the protection of the rights of buyers of residential units and the Developer Guarantee Fund, usually called the new Developer Act.

Three protections follow directly from the Act:

• the agreement must be signed as an akt notarialny (notarial deed), and the notary files a request to enter your claim in the księga wieczysta (land and mortgage register) of the property;
• your payments go to a mieszkaniowy rachunek powierniczy (residential escrow account held by a bank), not to the developer's ordinary account;
• before signing, the developer must hand you the prospekt informacyjny (information prospectus) with all its attachments.

The Act does not write the commercial terms for you. Completion date, penalties, finishing standard and floor-area settlement come from the developer's own template, and that is where buyers most often lose money.

Documents to review before the notary: prospectus, land register, KRS

The prospectus is the benchmark for the agreement: if the two contradict each other, or you never received it, the Act lets you withdraw. Read it before the appointment.

In the prospectus and its attachments, check:

• the developer and its previous projects;
• the land register number, the owner of the plot and any encumbrances;
• the building permit (pozwolenie na budowę) and whether it is final;
• the construction schedule and the type of escrow account;
• the finishing standard of the flat and of the common areas;
• the zoning plan and planned construction nearby.

Verify the key items yourself. Any land register can be viewed free of charge in the Elektroniczne Księgi Wieczyste system. Look at section IV: if it shows a mortgage of the bank financing the construction, ask for that bank's consent to release your flat free of that mortgage. The developer company, who may sign on its behalf and any liquidation or bankruptcy entries are visible in the Krajowy Rejestr Sądowy search (National Court Register). A full due-diligence checklist is in our guide on how to verify a Polish developer before buying.

Key clauses of the developer agreement: a checklist table

Templates differ, but the same clauses decide how safe you are in almost every project.

The measured floor area almost always differs from the design, so a good agreement states how far it may change, how the price is recalculated and when you may walk away at no cost. What the finishing clause usually covers is explained in our article on developer standard in Poland and finishing costs.

Contractual penalties (kary umowne): are both sides treated equally

Kary umowne (contractual penalties) are where templates are often least balanced. The Act requires the agreement to state interest and penalties for the parties, but the developer proposes the amounts.

Ask yourself these questions as you read:

• Is the developer's penalty for late handover or late transfer of ownership comparable to the interest you would pay for a late instalment?
• From which day does the penalty start: the contractual date, or only after an extra grace period the developer has reserved for itself?
• Is the penalty capped, and can you claim damages above it, such as rent during the delay?
• How broadly is siła wyższa (force majeure) defined? If it covers subcontractor delays, office decisions or ordinary weather, the penalty may never apply.
• Does the agreement charge you fees for withdrawing in situations where the Act gives you that right at no cost?

Some template clauses may qualify as niedozwolone postanowienia umowne (unfair contract terms), which do not bind a consumer, but that is a legal assessment. If penalties are one-sided, send written comments before signing and have a lawyer review the draft.

Price, VAT, payment schedule and the escrow account

The price in the agreement is gross. Under the Polish VAT Act, a new flat from a developer is taxed at 8% VAT for usable area up to 150 m², and at 23% on the part above. A parking space or storage unit sold as a separate unit is usually taxed at 23%. You do not pay PCC (tax on civil-law transactions) when buying from a developer; on the secondary market it is 2% of market value.

Pay only into the escrow account named in the agreement. With an open account, the bank releases money as construction stages are completed; with a closed one, only after ownership is transferred. Payments are also protected by the Deweloperski Fundusz Gwarancyjny (Developer Guarantee Fund), run by the Ubezpieczeniowy Fundusz Gwarancyjny, in case the developer or the bank fails.

Compare the price with the market. According to NBP, in Q2 2026 the average asking price on Warsaw's primary market was PLN 18,488 per m², while the average transaction price was PLN 16,783 per m². For a district, see RCN transaction prices for Wola and other districts. If the gap is wide, our guide on how to negotiate an apartment price with a Warsaw developer shows where there is room.

If you buy with a mortgage, the payment schedule must match the bank's disbursement tranches. As an example: for a flat at PLN 1,032,000 (median primary-market price in Wola, RCN), a 20% down payment of PLN 206,400 and a loan of PLN 825,600 over 25 years, the equal monthly instalment is about PLN 5,319 at a typical rate of around 6% (rates as of 1 November 2026). Run your own numbers in the mortgage and affordability calculator.

Deadlines, handover and your right to withdraw

The agreement should contain two specific dates: completion of construction and transfer of ownership. If the developer misses the transfer date, the Act lets you set an additional deadline and, if that also passes without result, withdraw from the agreement.

The odbiór (handover inspection) takes place before the transfer and ends with a signed protocol listing every defect. The developer has statutory deadlines to respond and to fix them, and you may refuse a flat with a material defect. After the transfer, you still have rękojmia (statutory warranty for defects) rights against the developer.

The Act lists situations in which the buyer may withdraw, including when:

• the agreement lacks elements required by the Act;
• information in the agreement is inconsistent with the prospectus or its attachments;
• the developer did not deliver the prospectus;
• the developer failed to transfer ownership on time, including after an additional deadline.

The developer may also withdraw, for example if you fail to pay instalments despite reminders or do not appear for the handover or final deed. After a withdrawal, your payments are returned from the escrow account. If you rely on a mortgage, ask the notary how the agreement and the Act deal with a bank refusing the loan.

Signing as a foreigner: language, translator and power of attorney

Expats face a few extra practical points.

• Language. The notarial deed is drafted in Polish. If you are not fluent, a tłumacz przysięgły (sworn translator) must be present at signing. Arrange this with the notary in advance.
• Permits. Non-EU citizens generally do not need a ministry permit to buy a samodzielny lokal mieszkalny (a separate residential unit), but buying a house with land is a different case. Confirm your situation with the notary before signing the reservation agreement.
• Signing remotely. A power of attorney is possible; see our guide on how to buy property in Poland remotely.
• Mortgage on a B2B contract. Banks assess income from działalność gospodarcza (sole proprietorship) by their own rules, so get a broker's pre-assessment before you sign.
• Verbal promises. A view or a green courtyard only count if they are written into the agreement or prospectus.

Step by step: how to prepare for signing the developer agreement

You have the most leverage before the deed, while the text is not final:

1. Request the draft agreement, prospectus and attachments several days before signing.
2. Check the land register of the property and the developer's KRS entry, including mortgages and bank consents.
3. Compare the agreement with the prospectus point by point.
4. Benchmark the price per m² against transaction prices in the district, not only against other price lists.
5. Read the clauses on penalties, force majeure, design changes and floor area.
6. Confirm with your bank or mortgage broker that the payment schedule fits the loan tranches.
7. Send written comments and negotiate specific clauses, not only the price.
8. Agree the taksa notarialna (notary fee), book a sworn translator if needed and show disputed clauses to a lawyer.
9. At signing, read the final text, confirm the agreed changes are in, and check the escrow account number.

On notary costs: the regulation on maximum notary fees sets only a ceiling, so the fee can be negotiated, and 23% VAT is added to it. Under the Developer Act, the notarial costs of the developer agreement itself are split equally between the developer and the buyer.

How NAWROCKI Real Estate helps with the developer agreement

NAWROCKI Real Estate acts as a buyer's agent for new-build flats in Warsaw. We compare offers from many developers at once and check the developer's price per m² against real notarial transactions (RCN) in the district. We read the umowa deweloperska and the information prospectus, point out the clauses that need attention, and negotiate price and terms with the developer.

After signing, we keep track of the payment schedule, and before the transfer of ownership we help with the odbiór techniczny (technical acceptance of the flat). In most developments we work with, the developer pays the agency's fee, so for the buyer the service is usually free; where that is not the case, we say so before we start. For legal or tax opinions, also consult a notary, lawyer or tax adviser.

If you already have a draft agreement or are still choosing a project, contact our team and we will go through it with you before the notary.

This article is general information, not legal, tax or financial advice. Consult a notary, lawyer, tax adviser or mortgage broker before making a decision.

Sources

• Ustawa z 20 maja 2021 r. o ochronie praw nabywcy lokalu mieszkalnego oraz Deweloperskim Funduszu Gwarancyjnym (ISAP)
• Elektroniczne Księgi Wieczyste — Ministerstwo Sprawiedliwości
• Krajowy Rejestr Sądowy — wyszukiwarka podmiotów
• Ustawa z 11 marca 2004 r. o podatku od towarów i usług (ISAP)
• Ubezpieczeniowy Fundusz Gwarancyjny (Deweloperski Fundusz Gwarancyjny)
• Rozporządzenie w sprawie maksymalnych stawek taksy notarialnej (ISAP)