Developer Contract in Poland 2026: Umowa Deweloperska Explained

A developer contract (Polish: umowa deweloperska) is a notarial deed under which the developer undertakes to build the property, create your apartment as a separate legal title and transfer that title to you, while you undertake to pay the agreed price. You sign it when the apartment does not yet exist — at foundation stage or shell-and-core. That is why it is not an ordinary sale contract: its content, form, payment mechanics and exit routes are dictated by statute, not by the developer.

The statute is the Act of 20 May 2021 on the protection of the rights of buyers of residential units or single-family houses and on the Developer Guarantee Fund (Journal of Laws 2021 item 1177, in force since 1 July 2022; current consolidated text: Journal of Laws 2026 item 880, legal status as of 9 June 2026). Poles call it the ustawa deweloperska; the act itself — its scope, who it protects and every amendment — is covered in our separate guide to the Polish developer act.

Who the Act protects. Only the nabywca — a natural person entering the contract for a purpose not directly connected with their business or professional activity (art. 5 point 5). A company is not a nabywca and gets no statutory protection at all; a natural person buying through their business, for the purposes of that business, also falls outside the Act. What decides is the purpose of the purchase, not whether you happen to run a company.

Disclaimer: this article is informational and does not constitute legal advice. Legal status: August 2026. You are entitled to receive the draft deed before the notary appointment — have a lawyer read it.

Three contracts buyers confuse

	Reservation contract	Developer contract	Preliminary contract (Civil Code)
Form	written, on pain of nullity	notarial deed	any; notarial form is stronger
What it gives	temporary withdrawal of the unit from sale	obligation to build and transfer ownership	obligation to conclude the final contract
Land-register entry	no	yes — buyer’s claim (art. 38)	only in notarial form
Payment	reservation fee, max 1% of the price (art. 32 sec. 2)	instalments into escrow, tied to build progress	deposit under the Civil Code
Guarantee Fund cover	no	yes	no

Three things worth knowing about the reservation contract: the fee cannot exceed 1% of the price stated in the prospectus and is credited against the price; the reservation period must allow time to obtain a mortgage credit decision (art. 31); and the fee is refunded if the bank declines you on creditworthiness grounds — doubled if the developer is the one who breaches (art. 34).

What the contract must contain — article 35

The Act lists 20 mandatory elements. A missing element gives you a statutory right to withdraw within 30 days. The ones that matter most in practice:

• the price — and, since February 2026, an explicit breakdown into square metres × price per m² (art. 5a, added by the Act of 4 December 2025, Journal of Laws 2026 item 27, in force 13 February 2026);
• the legal status of the land: owner or perpetual usufructuary, mortgages and easements;
• the unit’s position in the building, floor area, layout and the scope and standard of finishing works;
• the deadline for transferring title;
• the amount, timing and method of payments into the escrow account, plus escrow account details and how Guarantee Fund contributions are calculated;
• the building permit number, the issuing authority, and whether it is final or under appeal;
• start and completion dates of construction works;
• the withdrawal conditions and the terms for refunding money paid into escrow;
• interest and contractual penalties, if the parties provide for them;
• the method of measuring floor area;
• the buyer’s statement confirming receipt of the information prospectus;
• the handover notification procedure and the handover deadline;
• information about the mortgage creditor’s consent to release the unit free of encumbrance (art. 25).

Two protective rules developers rarely mention. First: any change made to the prospectus between its delivery and signing must be clearly and visibly highlighted in the contract and binds you only if you consent (art. 35 secs. 2–3). Second, and decisive: provisions less favourable to the buyer than the Act are null and void, and the statutory rules apply in their place (art. 42). You do not have to win every negotiation — some clauses lose to the statute automatically.

Where your money sits: escrow and the Guarantee Fund

Your money does not go to the developer. The developer must provide one of two statutory protections (art. 6):

	Open escrow account	Closed escrow account
When the developer gets paid	in tranches, after each milestone in the schedule, following a bank inspection (art. 17)	once, after title is transferred
Guarantee Fund contribution	0.45% of each payment	0.1% of each payment
How common	the vast majority of projects	rare — capital-intensive for the developer

You pay in step with construction progress, and the size of each instalment depends on the actual completion of the scheduled stages (art. 8). Account maintenance costs are borne by the developer (art. 14 sec. 1).

The Developer Guarantee Fund (DFG) is a ring-fenced account at the Insurance Guarantee Fund (art. 46), financed by developer contributions. The rates are set by the Regulation of the Minister of Development and Technology of 21 June 2022 (Journal of Laws 2022 item 1341, in force since 1 July 2022): 0.45% for an open account and 0.1% for a closed one; the statutory caps are 1% and 0.1% respectively (art. 49 sec. 7). The contribution is non-refundable (art. 49 sec. 4) and is in practice priced into the apartment.

Why it matters: the Fund refunds buyers’ payments if the developer goes bankrupt and the judge-commissioner refuses to allow the project to be completed, if the receiver walks away from the contract, and also if you exercise a statutory withdrawal right and are not repaid within 30 days (art. 48 sec. 1). Before July 2022, a buyer with an open escrow account lost already-released tranches in a developer insolvency.

The information prospectus — what to look for

The prospectus is mandatory for any developer starting sales (art. 20) and must be delivered free of charge, on a durable medium, before the developer contract — and before a reservation contract if you sign one (art. 21). Its template is an annex to the Act, so every prospectus has the same structure. It is the best free due diligence document you will get, and most buyers never read it.

In the general part: the developer’s track record (three completed projects with addresses and occupancy-permit dates), the legal status of the land (cross-check against the land register), the construction schedule, the area-measurement method, the withdrawal conditions — and, uniquely, planned developments within a 1 km radius: roads, rail lines, air corridors, sewage plants, waste incinerators, landfills, cemeteries. It is the only document in which a developer must tell you about inconvenient neighbours.

In the individual part: the price and the price per m², floor area, unit position, finishing standard, number of storeys and units, utilities, and the deadline for transferring title. Annexes include the floor plan and a template of the developer contract — meaning you get the draft contract long before the notary appointment.

Since 11 July 2025 developers must also run a website publishing the general part of the prospectus and the price per m² of every unit on offer, including ancillary spaces and all other payments, VAT included, with dated change history (art. 19a, added by the Act of 21 May 2025, Journal of Laws 2025 item 758). The duty arrived in two stages: 11 July 2025 for projects whose sales start on or after that date, and 11 September 2025 for schemes already on sale, which were given two months to bring their websites into line (art. 2 of the amending Act). If the advertised price differs from the price offered at signing, you may demand the more favourable one (art. 19a sec. 6).

Portal DOM — the Housing Transactions Data Portal run by the Insurance Guarantee Fund — was introduced by the Act of 17 October 2025 (Journal of Laws 2025 item 1669, promulgated 1 December 2025). It arrives in stages: operating the portal itself applies from 2 December 2025 (art. 56a sec. 1); the expanded data set collected in the Guarantee Fund register starts 2 October 2026; and the remaining provisions of chapter 8a — including public disclosure of data on the portal (art. 56f) — only on 2 April 2027 (art. 9 of the amending Act: a default of 16 months from promulgation, with exceptions). Eventually it will be a public source of transaction prices for new-build apartments.

What to check before you sign

1. The transfer deadline must be a specific date. “Q4 2027” makes penalties and the 120-day mechanism hard to run.
2. Symmetry of sanctions. Interest payable to the developer may not exceed the contractual penalties payable to you (art. 39 sec. 1); if the contract provides for neither, the developer still owes you compensation at the statutory interest rate (art. 39 sec. 2). Watch for penalty caps like “no more than 1% of the price”.
3. Price indexation. The Act does not ban it, but the President of UOKiK (the competition and consumer protection authority) opened an inquiry into developers’ indexation clauses, with information requests sent to 87 companies. A clause has a chance of surviving only if it is tied to an objective published index and works both ways.
4. Handover and defects (art. 41): a protocol listing defects, 14 days for the developer to acknowledge or refuse them (silence counts as acknowledgement), 30 days to remedy, and after a further deadline you set, remedy at the developer’s cost. A material defect lets you refuse handover; a second refusal requires a construction expert’s opinion, whose cost falls on whichever side loses the point.
5. Statutory warranty. Since 9 September 2025, matters not covered by art. 41 fall under the Civil Code rules on rękojmia (warranty for defects) — art. 41a, added by the Act of 9 July 2025 (Journal of Laws 2025 item 1167).
6. Mortgage creditor’s consent. The land is usually mortgaged to the developer’s financing bank. The developer must hold consent to release your unit free of that charge once you pay in full, and the document is an annex to the contract (art. 25). Its absence is a ground for withdrawal within 60 days.
7. Documents on request (art. 26): current land register, KRS extract, building permit, financial statements for the last two years — and, where a special-purpose vehicle is used, the parent company’s statements too. That tells you more about developer risk than any brochure.

What a developer contract costs

The key rule: the notary’s remuneration for everything connected with concluding the developer contract, including deed copies, and the land-register court fees are borne in equal parts by the developer and the buyer (art. 40 sec. 2). This is statute, not custom — the developer cannot push the whole bill onto you.

The maximum tariff for a developer contract is half the standard scale (§ 6 point 15a of the Minister of Justice regulation on maximum notarial fees, consolidated text: Journal of Laws 2024 item 1566), plus 23% VAT:

Apartment price	Max tariff (half scale, net)	With 23% VAT	Buyer’s share (50%)
500,000 zł	1,385 zł	1,703.55 zł	approx. 852 zł
700,000 zł	1,785 zł	2,195.55 zł	approx. 1,098 zł
900,000 zł	2,185 zł	2,687.55 zł	approx. 1,344 zł

Add deed copies at a maximum of 6 zł net per started page (§ 12) — typically 250–450 zł gross in total, also split in half — and 150 zł for registering your claim in the land register (art. 43 point 3 of the Act on Court Costs in Civil Cases, consolidated text: Journal of Laws 2025 item 1228), likewise split. No PCC transfer tax is due: a new-build from a developer is a VAT transaction (8% up to 150 m², already in the price).

So the buyer’s share of a developer contract on a 700,000 zł apartment is roughly 1,200–1,400 zł. The later deed transferring ownership carries its own half-scale tariff plus court fees of 100 zł to open a land register and 200 zł to register ownership — customarily paid by the buyer. Full breakdown in our guide to taxes and notary fees in Poland; run your own numbers in the property purchase costs calculator.

Withdrawal rights and assignment

Withdrawal (art. 43). Thirty days from signing where the contract lacks a mandatory element, contradicts the prospectus, the prospectus was not delivered, or its data do not match the factual or legal situation. Sixty days where the mortgage creditor’s consent is missing. For late transfer of title you must first grant the developer an extra 120 days; only then may you withdraw, keeping your penalty claim for the delay. The contract is then treated as never concluded, the buyer bears no costs, and any “withdrawal payment” clause is inadmissible (art. 44). The developer has 30 days to refund; if it fails, the Guarantee Fund pays (art. 48 sec. 1 point 6). The withdrawal statement must be in writing with a notarised signature and include consent to delete the claim from the land register (art. 45).

Assignment (art. 37a, in force since 16 July 2023). You may assign your rights under a developer contract to a third party only if the contract covers no more than one apartment and you have not assigned another developer contract in the preceding three years. Transfers to close family (tax groups I and II) are exempt from these limits. The assignment requires a notarial deed; the assignor declares compliance with the three-year condition under criminal liability for false statement, and the notary must warn them of this (art. 40 sec. 1a). Breaching the limits does not invalidate the assignment itself (art. 37a sec. 3). Assigning a reservation contract outside the family circle is outright null (art. 30 secs. 3–4).

Tax, briefly and cautiously: where the assignment takes the form of a sale of a property right, PCC is 1% and is paid by the acquirer — though some tax rulings treat the transfer of rights and obligations under a developer contract as falling outside PCC altogether, so an individual tax ruling is worth the cost. For income tax, proceeds from disposing of property rights are taxed on the general scale (12/32%); the five-year rule familiar from property sales does not apply here. This is not tax advice.

The contract and your mortgage

The usual sequence: reservation → credit decision → developer contract at the notary → loan drawdown → tranches → handover → deed transferring ownership → land-register entries for ownership and mortgage.

The bank releases funds in tranches into the escrow account, following the statutory stage schedule (art. 8); the escrow bank separately verifies completion of each stage before releasing money to the developer (art. 17). Until the loan is fully drawn you normally pay interest only on the drawn portion — on a two-year build that adds up, so budget for it. Non-residents will find the lending process and documentation set out in our guide to mortgages for foreigners in Poland.

If you want to see which Kraków projects are at which stage, start with our overview of new developments — and send us the draft contract before your notary appointment. In our model the developer pays the commission, so the buyer pays nothing.