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Preliminary sale agreement template for Poland

Preliminary agreement for the sale of a flatUmowa przedwstępna sprzedaży lokalu mieszkalnego

The agreement in which the seller promises to sell and the buyer promises to buy a flat at a fixed price by a fixed date, with a deposit (zadatek). It can be signed in ordinary written form or as a notarial deed. Only the notarial form lets a party sue for the sale itself.

Use it when the parties agree on the flat and the price but cannot sign the deed of sale yet, usually because the buyer needs a mortgage loan or the seller must pay off a mortgage. The sale itself must be a notarial deed (Civil Code art. 158). This preliminary agreement is valid in ordinary written form. In that form, if one party refuses to sign the deed, the other can only claim damages or keep or double the deposit. If you want the right to force the sale and to register your claim in the land register, give this text to a notary and sign it as a notarial deed. Do not use it to buy from a developer: a developer agreement must be a notarial deed under the act of 20 May 2021 (art. 40).

Reviewed October 28, 2026. Not legal advice. Have a notary or lawyer check your case before you sign.

Key facts

Applies to
Whole country. Written for a flat that is a separate property with its own land register. Adapt it for a house or for a cooperative ownership right (spółdzielcze własnościowe prawo do lokalu).
Required content
The essential terms of the final contract: at least the property and the price (Civil Code art. 389 § 1).
Written form
Valid. If a party refuses to sign the deed, the other can claim damages for the losses caused by counting on the sale (art. 390 § 1).
Notarial form
A party can sue for the deed of sale (art. 390 § 2). The buyer's claim can go in the land register (land register act art. 16 ust. 2 pkt 2).
No date fixed
If no date for the final contract is set within 1 year of signing, nobody can demand it (art. 389 § 2).
Limitation period
Claims under the agreement expire 1 year after the date the final contract was to be signed (art. 390 § 3).
Deposit (zadatek)
If one party fails to perform, the other may withdraw and keep the deposit, or claim double the deposit it paid (art. 394).
Deposit, no fault or both at fault
If neither party or both are at fault, the deposit is returned (art. 394).
Transfer tax (PCC)
2% on the deed of sale of a flat not charged with VAT. A VAT-exempt sale still bears it (PCC act art. 2 pkt 4 and art. 7).
PCC first-home exemption
Each buyer is an individual who never held a flat, house or cooperative right to one. Narrow inherited-share exception (art. 9 pkt 17).

The document

Text shown

You sign the Polish version. The English version helps you understand it. Your answers fill both.

Preliminary agreement for the sale of a flat

  1. 1.Conclusion of the agreement

    1. 1.1

      Preliminary agreement made at Place of signature on Date of signature between Seller, hereinafter the "Seller", and Buyer, hereinafter the "Buyer".

      Give each party's name, PESEL or passport number, address and marital status, and each seller's property regime. Several sellers or buyers act jointly.

  2. 2.Property

    1. 2.1

      The Seller declares that the Seller is the sole owner of flat no. Flat number in the building at Address of the building, with a usable floor area of Usable floor area m², consisting of Number of rooms and other rooms, with the following annexed rooms: Annexed rooms, with which a share of Share in the common property in the common property is connected, for which the District Court District court of the land register keeps land register no. Land register number of the flat, hereinafter the "Flat".

      Copy the description from the land register, sections I-O and I-Sp. For several owners, replace "jedynym właścicielem" with the owners and their shares.

  3. 3.Seller's statements

    1. 3.1

      The Seller declares that the Flat is free of charges, rights and claims of third parties, except: Charges to remove by the deed; that the land register of the Flat shows no notices of pending applications; that the Flat is not let, lent or subject to enforcement proceedings; that nobody is registered as resident in it; and that there are no arrears in payments to the homeowners' association, in taxes or in utility charges.

      Check each statement against the register and the certificates. A false one gives only a claim, worth less than a clean register.

    2. 3.2

      Until the final contract is signed, the Seller undertakes not to encumber or dispose of the Flat and not to let any third party use it, and to have the charges listed above deleted at the latest when the final contract is signed, including from the price.

  4. 4.Promise to conclude the final contract

    1. 4.1

      The Seller undertakes to sell and the Buyer undertakes to buy the Flat for the price set in this agreement. The final contract of sale will be signed as a notarial deed by Latest date for the deed of sale at the notary's office Notary's office for the deed.

      Always fix the date. Without one, a party must set it within 1 year or lose the claim (art. 389 § 2). Office: name and address.

    2. 4.2

      The Buyer will set the exact day and time of the final contract and will notify the Seller of them in writing or by email at least 7 days in advance.

  5. 5.Price and payment

    1. 5.1

      The sale price of the Flat is PLN Price in PLN, in figures (in words: Price in words, in Polish zloty).

    2. 5.2

      The rest of the price, after the deposit is credited, will be paid as follows: How the rest of the price is paid, to the Seller's bank account no. Seller's bank account number, provided that the amount needed to pay off the loan secured by the mortgage will be paid directly to the account named by the creditor bank.

      Say by when after the deed each part is paid. Get the bank's written payoff statement and its promise to release the mortgage.

  6. 6.Deposit (zadatek)

    1. 6.1

      The Buyer will pay the Seller, as a deposit (zadatek) within the meaning of art. 394 of the Civil Code, the sum of PLN Deposit (zadatek) in PLN by Date by which the deposit is paid to the Seller's bank account no. Seller's bank account number. The deposit will be credited against the price.

      Use the word zadatek. Art. 394 § 1 covers a deposit given when the agreement is made, so paying it at signing avoids a dispute over a later payment.

    2. 6.2

      If the final contract is not signed for reasons for which the Buyer is responsible, the Seller may withdraw from this agreement and keep the deposit. If the final contract is not signed for reasons for which the Seller is responsible, the Buyer may withdraw from this agreement and demand double the sum. In all other cases the deposit is returned.

  7. 7.Loan

    1. 7.1

      Optional

      The Buyer will finance part of the price with a bank loan of PLN Loan amount in PLN. If by Loan decision deadline at least two banks refuse the loan for reasons outside the Buyer's control and the Buyer shows the refusals to the Seller, either party may withdraw from this agreement, and the Seller will return the full deposit to the Buyer within 14 days.

      Delete this section if the buyer pays from own funds. Set the loan deadline well before the final date.

  8. 8.Documents

    1. 8.1

      At the latest on the day of the final contract, the Seller will provide: the energy performance certificate of the Flat; a certificate from the manager or the homeowners' association that there are no payment arrears; a certificate that nobody is registered as resident in the Flat; and, if the Flat is mortgaged, the bank's certificate of the debt with its consent to delete the mortgage once the debt is paid.

  9. 9.Handover of the Flat

    1. 9.1

      The Flat will be handed over on Date of handover of the flat, not before the full price is paid, against a handover report that records the meter readings and the number of keys handed over. From the day of handover the Buyer bears the charges and fees for the Flat.

  10. 10.Costs

    1. 10.1

      The costs of this agreement and of the final contract, including the notary's fee, the court fees and the civil law transactions tax, are borne by the Buyer. The costs of deleting the mortgage are borne by the Seller.

      This is common practice. The parties may share the costs differently.

  11. 11.Contractual penalty

    1. 11.1

      Optional

      If the Seller does not hand over the Flat on time, the Seller will pay the Buyer a contractual penalty of PLN Contractual penalty in PLN, if any for each day of delay.

      Keep it if the handover date matters to you, for example because your own lease ends. A court can reduce a grossly excessive penalty (Civil Code art. 484 § 2).

  12. 12.Entry of the claim

    1. 12.1

      Optional

      The Seller consents to the entry in section III of land register no. Land register number of the flat of the Buyer's claim to the transfer of ownership of the Flat under this agreement.

      Use only if the agreement is a notarial deed. The entry protects the buyer against a later sale or mortgage. The court fee is PLN 150.

  13. 13.Spouse's consent

    1. 13.1

      Optional

      Spouse who consents, the Seller's spouse, consents to the conclusion of this agreement and of the final contract.

      Needed for the spouses' joint property (Family and Guardianship Code art. 37). The spouse signs this and, before a notary, the deed.

  14. 14.Final provisions

    1. 14.1

      Amendments to this agreement require written form, failing which they are void. Matters not covered are governed by the Civil Code. The agreement is made in two identical copies, one for each party.

      If the agreement is signed as a notarial deed, the notary replaces this clause with the standard notarial wording.

  15. 15.Signatures

    1. 15.1

      Seller. Buyer. Seller's spouse giving consent.

Formalities

  1. In written form, each party signs every copy by hand, one copy per party.
  2. A notarial preliminary agreement costs a notary's fee. Entering the buyer's claim in the land register costs a court fee of PLN 150.
  3. Pay the deposit by bank transfer, never in cash without a receipt.
  4. If a seller is married and the flat is joint property, the other spouse must consent (Family and Guardianship Code art. 37).
  5. For the deed of sale, the notary usually asks for the parties' identity documents, the land register number and the energy performance certificate.
  6. The notary also asks for a certificate that the seller has no arrears with the homeowners' association or the cooperative.
  7. The notary also asks for the bank's statement on the mortgage to be paid off.
  8. The notary collects the PCC tax when it applies and files the application to the land register.

Common mistakes

  • Leaving out the word zadatek. A court may then treat the sum as an advance on the price (zaliczka), which carries no penalty and is returned if the sale fails.
  • Signing in ordinary written form and expecting to force the sale. Only a notarial preliminary agreement gives that right.
  • Leaving the date of the final contract open. After 1 year without a date set, no party can demand the sale.
  • Paying the deposit to the seller when a bank holds a mortgage. Make sure the price covers the payoff and that the bank will release the mortgage at the deed.
  • Forgetting the loan condition. Without it, a refused loan is your failure, and the seller can keep the deposit.
  • Letting the deadline pass without acting. Claims expire 1 year after the agreed date for the final contract.
  • Signing with one spouse only. Without the other spouse's consent, the sale of joint property is not valid until the spouse approves it.
  • Buying with others in unequal shares without stating each buyer's share in the agreement.

Legal basis

Sources

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