In the previous article in the series entitled "Tuesday Mornings for the Construction Industry", we discussed the proposed changes regarding the acceptance of premises and single-family houses in the draft amendment to the Act amending the Act on the Protection of the Rights of Purchasers of Residential Premises or Single-Family Houses and on the Developer Guarantee Fund, dated July 29, 2026 (the "Draft").
This week, we'll take a closer look at one of the most significant changes included in the new version of the Draft – limiting the possibility of dissolving companies carrying out development investments. The Draft introduces two basic mechanisms in this regard: limiting the possibility of deleting a company from the National Court Register before the expiry of five years, and transferring liability under warranty to the shareholders of a dissolved limited liability company.
LIQUIDATION PROHIBITION 5 YEARS FROM ISSUANCE
Let's start with the fact that the regulation is intended to cover developers, as well as entrepreneurs other than developers, as defined in Article 4 of the Development Act. This includes limited liability companies, joint-stock companies, and simple joint-stock companies that have transferred ownership of a residential unit, commercial premises, or single-family home to the buyer under agreements covered by the Development Act.
In the cases specified in the Draft, the dissolution of such a company will be possible no earlier than five years after the date of delivery of the premises or single-family home to the buyer. Therefore, the deadline is linked to the delivery of the property, and not – as in the original version of the Draft – to the transfer of ownership.
This change reflects the comments made during the review process, according to which the warranty period for property defects is also calculated from the date of delivery. This clarification is intended to ensure greater consistency between the new regulations and the principles of warranty liability.
The mere introduction of a five-year deadline could prove insufficient, therefore the Project provides for a mechanism enabling its control, also providing for changes to the Act on the National Court Register.
The liquidator of a company acting as a developer will be required to attach to the application for deletion a statement confirming that five years have passed since the date of delivery of the apartment or single-family home to the buyer. If five years have not elapsed since the date of delivery of the last apartment or single-family home, the registry court will dismiss the application for deletion. In practice, this period will therefore be counted from the delivery of the last apartment within the development, not from the completion of construction or the sale of the first apartment.
A certain inconsistency in the Draft is noteworthy. The proposed Article 41b of the Development Act also covers commercial premises, while the proposed provision of the National Court Register Act, concerning the dismissal of a request to deregister a company, refers only to the last residential unit or single-family home. This issue may require further clarification at a later stage of legislative work.
LIABILITY OF THE PARTNERS OF A LIMITED LIABILITY COMPANY.
With respect to limited liability companies, the draft provides an additional mechanism for protecting buyers. If the company is dissolved pursuant to a resolution of the partners, liability under the warranty for property defects will be transferred by operation of law to the persons or entities that were partners on the date the resolution on dissolution of the company is adopted.
However, if the partnership is dissolved pursuant to a court judgment, the liability will be borne by the partners remaining partners on the date the request for dissolution is filed. In both cases, the partners will be jointly and severally liable, and any provisions of the partnership agreement that contradict this principle will be invalid.
The new version of the Draft clarifies that the circle of liable partners should be determined on the date the request for dissolution is submitted . This issue was the subject of comments from, among others, the General Counsel to the Republic of Poland and Employers of Poland. The regulation will be important not only for individuals who are partners in development companies, but also for capital groups in which another company is a partner in a special purpose vehicle. A change in the ownership structure before the resolution on dissolution is adopted may directly impact who will be liable to the acquirers.
PRACTICAL IMPLICATIONS FOR DEVELOPERS
New solutions will require the warranty period to be taken into account already at the planning and construction stage of a development project or investment task.
Developers should first and foremost verify the intended lifespan of the SPVs, which should include the warranty period. In this regard, the company's accounting, tax, and corporate costs for at least five years following the delivery of the last apartment or house will certainly need to be taken into account.
An additional element of the analysis will certainly be the principles of liability of partners in the event of ownership changes and planned liquidation of the company, as well as the possible appropriate security of funds for potential warranty claims.
The draft does not introduce an obligation for the company to maintain a specific capital or reserves for future claims. Therefore, simply keeping the company in the register does not necessarily mean that it will have assets sufficient to satisfy buyers' claims. This issue was also raised during the draft's review process.
TRANSITIONAL PROVISIONS
The provisions on the dissolution of companies and the control carried out by the registry court are to enter into force 24 months after the date of publication of the Act.
The new regulations will not apply if the transfer of ownership of real estate occurs before the date of their entry into force. The exemption will also apply to cases in which ownership is transferred within 12 months of the entry into force of the new regulations, provided that the basis for the transfer is a previously concluded agreement.
SUMMARY
The proposed regulations will significantly change the current model for the operation of special purpose vehicles in the development market. Completion of the sale of premises will no longer mean the company's immediate termination and deletion from the National Court Register.
Developers will have to take into account at least a five-year period from the delivery of the last apartment or house, and in the case of limited liability companies, also the risk of liability under the warranty being transferred to its partners.
This article is for informational purposes only and does not constitute legal advice.
Legal status as of August 10, 2026.
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