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Real Estate Due Diligence

Our services are utilized by a diverse range of entities operating in the real estate market – both commercial and residential – including, in particular:

  • Investment funds (including real estate, private equity, and venture capital funds) assessing investment targets,
  • Capital groups and holdings managing extensive real estate portfolios,
  • Developers preparing to purchase land or revitalize existing facilities,
  • Capital companies (joint-stock and limited liability companies) conducting investments or M&A transactions involving real estate,
  • Banks and financial institutions requiring a reliable assessment of real estate as collateral for financing, 
  • Commercial tenants, such as retail chains, analyzing a property prior to signing a lease agreement,
  • Property managers and asset management firms responsible for effective asset management,
  • High-net-worth individuals (HNWIs) acquiring high-value properties or properties with a complex legal status.

We support our clients at every stage of the investment process – from the initial examination of the property’s legal status, through risk identification, to the finalization of the transaction and the preparation of comprehensive legal documentation. Our experience encompasses commercial, industrial, and residential properties, as well as investment land – in both domestic projects and cross-border transactions.

Scope of Real Estate Due Diligence

Assessment of Legal and Ownership Status

As part of the property’s legal status examination, we conduct a detailed verification of entries in the Land and Mortgage Registers, analyzing the compliance of the disclosed status with source documents. We verify legal titles, acquisition agreements, and notarial deeds, identifying any potential irregularities and risks. We pay special attention to property encumbrances, such as mortgages, easements, and limited property rights. We also examine the legal status of co-ownership and the conditions related to the establishment of perpetual usufruct and its potential consequences for the investor.

Analysis of Contractual Obligations and Other Limitations

We conduct a detailed review of lease agreements, tenancy contracts, settlements, and arrangements concerning the property. We also analyze court rulings, administrative decisions, and potential risks associated with third-party claims. The assessment covers the costs of lifting encumbrances, the feasibility of renegotiating existing contracts, and the effects of potential long-term obligations. Furthermore, we verify existing neighborhood disputes, issues related to nuisances, and investment plans in the immediate vicinity of the property that may affect its attractiveness or functionality.

Analysis of Administrative, Legal, and Zoning Conditions

We examine the administrative conditions applicable to the property, including the provisions of the Local Spatial Development Plan (MPZP/zoning plan), zoning decisions (WZ), building permits, and environmental decisions. We analyze data contained in excerpts and drawings from public registers and assess the compliance of the planned investment with local laws. We verify restrictions arising from specific acts – particularly regulations on environmental protection, historic preservation, and the protection of agricultural and forest land.

Tax Analysis

We review tax liabilities associated with the property, particularly regarding real estate tax and any tax arrears disclosed during the due diligence process. In light of changes in the provisions of the Act on Local Taxes and Fees, including new approaches to property classification, we conduct a detailed analysis of the tax consequences arising from the current and planned use of the property.

We also take into account the obligation to pay planning fees (zoning fees) and adjacency fees (betterment levies), and identify potential opportunities to recover tax overpayments from previous years. We advise on tax optimization for the planned transaction, considering the ownership structure, sources of financing, and the tax status of the buyer (e.g., entrepreneur, individual, investment fund).

Analysis of Civil, Criminal, and Administrative Proceedings

We identify concluded and pending court and administrative proceedings that may affect the legal status or value of the property. The assessment also includes risks related to ongoing bailiff or administrative enforcement. If necessary, we also analyze criminal, tax, or other proceedings pending against the property owners that could threaten the security of the planned transaction.

The Real Estate Due Diligence Report

Based on the formal, legal, administrative, tax, and investment analyses conducted, we prepare a detailed real estate due diligence report. This comprehensive document evaluates the current legal status and potential of the analyzed property, designed to support clients in making informed and secure investment decisions.

The scope of the report includes, among others:

  • Identification of legal risks and threats, including undisclosed encumbrances, third-party claims, title defects, tax arrears, and potential restrictions arising from zoning plans or administrative decisions;
  • Assessment of compliance of the legal and administrative status with the planned investment goal (e.g., construction, lease, conversion, or commercialization of the property), along with an indication of barriers and conditions that must be met to make the investment feasible;
  • Recommendations for further legal steps and remedial actions, such as concluding additional agreements, applying for an administrative decision, conducting explanatory proceedings, or obtaining a tax ruling;
  • Conclusions regarding the utility and investment value of the property, taking into account its legal and technical status, zoning environment, and market situation, as well as the possibilities for optimal land development in accordance with applicable regulations.

Real Estate Legal Counsel – Professional Support at Every Stage

Every due diligence examination is conducted by experienced legal counsels (attorneys-at-law) specializing in real estate, who not only analyze the legal documentation but also actively support the client throughout the investment process. Our team participates in negotiations with counterparties, interactions with authorities, notaries, and financial institutions, and provides strategic advisory tailored to the goal and structure of the investment.
An integral part of the process is tax advisory, particularly concerning real estate tax, local fees, planning fees, and the tax implications of acquiring or disposing of a property. In analyzing these aspects, we collaborate with experienced financial specialists and tax advisors who verify tax compliance and identify opportunities for cost and risk optimization.

When necessary, we also represent clients in administrative, court, and tax proceedings, ensuring cohesive action at every stage. We form an interdisciplinary team of experts acting comprehensively – lawyers, tax advisors, financial analysts, and real estate market specialists work closely together on project execution. Consequently, we provide our clients with complete legal and business security, regardless of the complexity of the transaction or the planned investment.

Contact Us

If you are planning a real estate investment and are looking for a partner to comprehensively secure the legal and tax aspects of your transaction, we invite you to cooperate with GJW Gramza i Wspólnicy Kancelaria Radców Prawnych spółka partnerska. We specialize in real estate due diligence, providing support both at the documentation analysis stage and during negotiations, interactions with offices, or notaries. We are headquartered in Poznań, but we operate throughout Poland and, if necessary, carry out projects on-site – directly at the investment location. Every project is supervised by an experienced legal counsel specializing in real estate law, who not only identifies legal and tax risks but also provides strategic advice, safeguarding the client’s interests in a dynamically changing legal and market environment. Through comprehensive service and a practical approach, we effectively support investors in achieving their business goals.

Paulina Meller-Kmiecik How can we help?