Withdrawing from a developer agreement in Poland: refund of money and what if you cannot get a mortgage
Author: Tacjana MasiukiewiczLaw and contracts~14 min read
You can withdraw from a developer agreement (umowa deweloperska) only in the situations listed in Art. 43 of the Developer Act – for example, when the agreement is inconsistent with the prospectus or the developer has not transferred ownership on time. You then bear no costs, and the money comes back from the escrow account or from the developer within 30 days. Note: a refused mortgage is not a statutory ground for withdrawal – you are protected only by a clause in the agreement. We explain all the grounds, the form of the statement, the costs and what to do when the bank refuses a mortgage.
Key facts
- Art. 43(1) of the Developer Act lists 12 grounds on which the buyer may withdraw; for defects in the agreement and prospectus you have 30 days from signing.
- A mortgage refusal is not on that list. The Act protects the buyer at the reservation stage (a refund of the fee of up to 1% of the price), and with a developer agreement – only a contractual right of withdrawal.
- The statement of withdrawal must be in writing with a notarially certified signature and include consent to the claim being deleted from the land and mortgage register.
- On a statutory withdrawal the developer returns the money paid out to it from the escrow account within 30 days; if it does not, the payments are returned by the Developer Guarantee Fund.
- The developer may withdraw if you do not pay despite a written demand with a 30-day deadline, or if you do not appear for the handover or the deed despite two summonses at least 60 days apart.
When can you withdraw from a developer agreement – all the grounds in Art. 43
The Act contains a closed list of situations in which the buyer may unilaterally "exit" the agreement – a developer agreement or one concluded with a developer in a completed building (Art. 2(1)(2), (3) and (5)). We discuss the mandatory elements of the agreement itself in the guide Polish developer agreement (umowa deweloperska).
| Ground (Art. 43) | Who can | Deadline | What happens to payments |
|---|---|---|---|
| The agreement lacks elements required by Art. 35 or 36 (para. 1(1)) | the buyer | 30 days from concluding the agreement | the bank returns the account balance, the developer – the rest within 30 days |
| The agreement is inconsistent with the information prospectus (point 2) | the buyer | 30 days from concluding the agreement | as in point 1 |
| The developer did not deliver the prospectus with annexes or notice of its change (point 3) | the buyer | 30 days from concluding the agreement | as in point 1 |
| Data in the prospectus inconsistent with the factual or legal situation (point 4) | the buyer | 30 days from concluding the agreement | as in point 1 |
| The prospectus lacks data required by the template (point 5) | the buyer | 30 days from concluding the agreement | as in point 1 |
| Ownership not transferred by the date in the agreement (point 6) | the buyer | after the 120-day deadline you set has passed | as in point 1 + a contractual penalty for delay |
| No new escrow account agreement after the bank gave notice (point 7) | the buyer | after the bank returns the funds (Art. 10(3)) | the bank returns the funds from the account |
| No consent of the developer's bank to transfer free of encumbrances (point 8) | the buyer | 60 days from concluding the agreement | as in point 1 |
| No information on a new bank after the previous one's bankruptcy (point 9) | the buyer | after 60 days from the announcement by the BFG | as in point 1 |
| An accepted material defect not removed (point 10) | the buyer | after the deadline for removal passes | as in point 1 |
| An expert confirmed a material defect (point 11) | the buyer | after receiving the opinion | as in point 1; the developer pays for the opinion |
| The trustee demanded performance of the agreement (point 12) | the buyer | – | payments refunded by the DFG |
| The buyer does not pay despite a written demand (para. 7) | the developer | after 30 days from delivery of the demand | per the agreement and the Civil Code |
| The buyer does not appear for the handover or the deed (para. 8) | the developer | after two summonses at least 60 days apart | per the agreement and the Civil Code |
In practice the most common are discrepancies with the prospectus (see how to read the information prospectus) and late transfer of ownership – we describe the 120-day procedure in the article Developer delay – contractual penalties and withdrawal (in Polish).
Withdrawing from a developer agreement and a refused mortgage
The Developer Act does not provide a right to withdraw from a developer agreement because a mortgage was refused. A mortgage refusal appears in the Act only for the reservation agreement: the reservation fee (at most 1% of the price from the prospectus) comes back to you without delay if you did not get a positive credit decision because of a negative assessment of your borrowing capacity (Art. 34(1)(1)). Details – in the article on the reservation agreement.
If you signed the developer agreement before the bank issued its decision and then did not get the loan, you have three options – depending on what is in the agreement.
1. The agreement contains a mortgage clause
The Civil Code allows it to be stipulated that a party has a right of withdrawal within a specified time (Art. 395 of the Civil Code). In a developer agreement this might be a clause: "the buyer may withdraw from the agreement within X days if they do not obtain a mortgage". After the withdrawal the agreement is deemed not concluded and the parties return their performances to each other. Check the deadline, the required proof of refusal (how many banks) and whether a withdrawal fee (odstępne) was stipulated. A withdrawal fee (Art. 396 of the Civil Code) is permissible only with a contractual right of withdrawal – for the grounds in Art. 43 the Act excludes it (Art. 44(1)). If it is stipulated, the statement is effective only together with its payment.
2. There is no clause – termination by mutual agreement
You can propose to the developer that the agreement be terminated. On termination for a reason other than Art. 43, both parties make matching statements on the division of the funds accumulated in the escrow account and only then does the bank pay them out (Art. 19 of the Act). The developer may expect compensation – that is a matter for negotiation. Terminating an agreement concluded as a notarial deed requires the same form (Art. 77 § 3 of the Civil Code).
3. You do nothing – the developer withdraws
If you stop paying instalments, the developer, after a written demand and 30 days passing without result, may withdraw from the agreement (Art. 43(7)). You must then agree to the claim being deleted from the land and mortgage register (Art. 45(2)), and the agreement may provide for a contractual penalty for the buyer.
No mortgage – what to do step by step
- Get the refusal in writing. The bank must promptly inform you of a refusal because of borrowing capacity (Art. 24 of the Mortgage Credit Act), and at your request explain the assessment of your capacity in writing within 30 days (Art. 70a of the Banking Law).
- Check the deadline in the agreement. A mortgage clause usually applies for a set number of days. Remember that the bank delivers its credit decision on the 21st day from filing the application, unless you agree to an earlier issue (Art. 14(2) of the Mortgage Credit Act).
- Consider a second bank. Banks calculate capacity differently – one's refusal does not settle the others.
- Prepare the statement of withdrawal with a notarially certified signature and consent to the claim's deletion from the land and mortgage register (Art. 45(1)) – and, if the agreement requires, with a copy of the bank's refusal.
- Deliver it to the developer before the deadline – preferably with proof of receipt – and send a copy to the bank holding the escrow account.
- Keep watch on the refund from the escrow account and from the developer; keep confirmations of all your payments.
Example: a 2-room flat in Wrocław for 662 thousand zł
A flat for 662 405 zł is the median price of a two-room flat in Wrocław according to TM Invest offer data, as of 27.09.2026. The buyer reserves the unit and signs a developer agreement with a 10% instalment from their own funds, the rest to be covered by a mortgage.
| Item | Amount | What happens without a mortgage |
|---|---|---|
| Reservation fee (max. 1% of the price) | up to 6 624 zł | comes back if the bank refused because of capacity before the developer agreement |
| 10% instalment into the escrow account | 66 241 zł | with a mortgage clause – refunded; without it – only by agreement or after settling with the developer |
| Half of the notary fee for the developer agreement (max., with VAT) | about 1 052 zł | a cost incurred on signing the agreement |
| Half of the fee for registering the claim in the land register | 75 zł | as above |
| Example withdrawal fee of 1% of the price (if stipulated) | 6 624 zł | you pay it together with the statement of contractual withdrawal |
What is key, then, is a credit decision while you are still at the reservation stage and a mortgage clause without a withdrawal fee. In Warsaw (the median of a two-room flat in our offer: 755 824 zł) the 10% instalment alone is more than 75 thousand zł. How to arrange the schedule of the reservation and the application is shown in the guide Mortgage in Poland step by step.
Want to avoid this situation? Book a consultation with a mortgage expert – we will check your borrowing capacity before you sign the developer agreement and compare offers from several banks. And if you already have a draft agreement, we will check the draft agreement and the developer's documents and point out provisions to negotiate – including the wording of the mortgage clause.
How to submit the statement of withdrawal and what it costs
An ordinary letter is not enough. The buyer's statement is effective if it is in writing with a notarially certified signature and includes consent to the claim being deleted from the land and mortgage register (Art. 45(1)). A new notarial deed is not needed – certifying the signature is enough.
State in it: the parties, the date and repertory number of the deed, the unit, the ground of withdrawal (the point of Art. 43(1) or the contractual clause), the consent to deletion of the claim and an account for the refund.
- Certifying the signature – the maximum fee is 20 zł or, on a document stating a sum of money, 1/10 of the rate for a deed, no more than 300 zł (§ 13(1) of the notary-fee regulation), plus 23% VAT.
- Deleting the claim from the land and mortgage register – half of the fee for an entry, that is 75 zł (Art. 43 and 46 of the Court Costs Act).
- Who pays? When you withdraw under Art. 43, you bear no costs connected with the withdrawal (Art. 44(2)) – you can settle your expenses with the developer. For a contractual withdrawal, the agreement decides the costs.
Getting your money back after withdrawing from a developer agreement
Payments split into those still lying in the escrow account and those the bank has already paid out to the developer after successive stages of construction (an open account). The rules of the account and the DFG are described in the article Escrow account and DFG.
- Funds in the account – on a withdrawal under Art. 43 the bank pays them out to you at nominal value without delay after receiving the statement (Art. 18(1)).
- Funds paid out to the developer – the developer must return them without delay, no later than 30 days after receiving your statement (Art. 44(3)).
- The developer does not pay? If you withdrew under Art. 43(1)(1)–(11) and did not receive a refund within 30 days, payments made into an open account are returned by the Developer Guarantee Fund run by the UFG (Art. 48(1)(6)).
- Contractual withdrawal or agreement – Art. 18 and Art. 44(3) and DFG protection do not apply here. The bank pays out the funds from the account on the basis of matching statements from both parties (Art. 19), and the refund of the rest follows from the agreement and the Civil Code.
Money paid outside the account – for example a deposit or an advance under a preliminary agreement – is governed by other rules. We explain the differences in the articles Deposit vs advance and Developer agreement vs preliminary agreement.
When the developer withdraws from the agreement
The Act gives the developer two grounds: an unpaid instalment despite a written demand to pay within 30 days (Art. 43(7)) and failure to appear for the handover or the deed despite two written summonses at least 60 days apart (Art. 43(8)). The developer cannot withdraw if force majeure was the cause. Provisions of the agreement less favourable to the buyer than the Act are void (Art. 42). A clause on the developer's withdrawal "for any reason" is worth challenging already in the draft agreement.
Withdrawal from a developer agreement in our offer – who it concerns
According to TM Invest offer data, as of 27.09.2026, in Warsaw 36 of 73 developments are under construction, and in Wrocław 21 of 45. With flats under construction you pay in instalments over many months – and then the mortgage clause and the deadlines in Art. 43 matter most. The protection also covers agreements with a developer in completed buildings. You can find current flats in the catalogues new flats in Warsaw and new flats in Wrocław.
Frequently asked questions
Can you withdraw from a developer agreement when the bank refuses a mortgage?
Only if the agreement contains such a contractual right of withdrawal. The Developer Act does not list a mortgage refusal among the grounds in Art. 43 – it protects the buyer only with the reservation agreement, where the reservation fee is returned.
How much does withdrawing from a developer agreement cost?
The formalities cost little: certifying your signature at a notary (from 20 zł up to a maximum of 300 zł plus VAT) and a 75 zł fee for deleting the claim from the land and mortgage register. On a withdrawal on statutory grounds you bear no costs.
How long do you wait for a refund after withdrawing?
The bank pays out the account balance without delay after receiving the statement, and the developer has at most 30 days to return the rest. After that – on a withdrawal under Art. 43(1)(1)–(11) – the DFG pays.
Does the statement of withdrawal have to be signed at a notary?
Yes – the signature must be notarially certified, and the statement must include consent to the claim's deletion from the land and mortgage register. Without these elements the buyer's statement is not effective (Art. 45(1)).
Summary
Withdrawal from a developer agreement is possible in 12 situations under Art. 43, and the money comes back from the account, from the developer or from the DFG. A refused mortgage is covered only by a reservation and a good mortgage clause – it is best to have the bank's decision before the visit to the notary.
Before you sign the agreement, we will check the draft agreement and the developer's documents – we will compare them with the prospectus and point out provisions to negotiate, including the mortgage clause and the withdrawal fee. If you are buying with a mortgage, book a consultation with a mortgage expert – we will compare offers from several banks and assess your capacity before you commit to a developer.
Legal status as of September 2026. The calculations are indicative, and the article does not constitute legal advice – in a dispute with a developer, consult your situation with an advocate or a legal counsel.
Sources
- Act on the protection of the rights of a purchaser of a residential unit or a single-family house and on the Developer Guarantee Fund (in Polish) – consolidated text, Dz.U. 2026 item 880 (Art. 18, 19, 34, 40, 42–45, 48).
- Civil Code (in Polish) – consolidated text, Dz.U. 2026 item 795 (Art. 77, 395, 396).
- Act on Mortgage Credit and on Supervision of Mortgage Credit Intermediaries and Agents (in Polish) – consolidated text, Dz.U. 2025 item 720 (Art. 14, 24).
- Banking Law (in Polish) – consolidated text, Dz.U. 2026 item 38 (Art. 70a).
- Act on Court Costs in Civil Cases (in Polish) – consolidated text, Dz.U. 2025 item 1228 (Art. 43, 46).
- Regulation on the maximum rates of the notary fee (in Polish) – consolidated text, Dz.U. 2024 item 1566 (§ 3, § 6, § 13).
- Flat prices: TM Invest developments catalogue, as of 27.09.2026.
