Best Project Finance Lawyers in Wrocław

1. About Project Finance Law in Wrocław, Poland

Project finance in Poland, including in Wrocław, typically relies on creating a dedicated Special Purpose Vehicle (SPV) to own and operate the project. The SPV is funded with debt and equity, and lenders rely on the project’s cash flows and assets for repayment rather than sponsor balance sheets. In Poland, legal certainty for PF transactions comes from a mix of civil, corporate, tax, and sector-specific regulations rather than a single PF statute.

Wrocław-based projects frequently span energy, water and wastewater, transportation, and waste-management infrastructure. Local projects often involve public procurement procedures, private sector participation under PPP frameworks, and cross-border financing with lenders and investors from other EU states. The regional courts in Wrocław handle enforcement and collateral matters, while Polish registries govern security interests such as pledges and mortgages.

Key elements of a Polish PF transaction include an EPC contract, an O&M agreement, offtake arrangements or government support, a well-defined security package, and robust risk allocation among sponsors, lenders, and contractors. The project’s lenders look for creditworthy off-take arrangements, clear operating risk allocations, and a credible SPV governance structure. Global PF trends show a growing alignment with EU banking standards and local Polish requirements for security registration and tax compliance.

Recent international guidance highlights the importance of SPV isolation, non-recourse or limited recourse lending, and careful treatment of currency and interest-rate risks in PF deals. For example, the World Bank emphasizes SPV structure, predictable off-take revenue, and integrated risk governance in PF projects in emerging markets. European Investment Bank examples underline the role of public-private cooperation in financeable Polish infrastructure projects.

“Poland’s project finance practice emphasizes SPV-based structures, lender-aligned risk allocation, and enforceable security packages under Polish law.” - World Bank PF guidance

2. Why You May Need a Lawyer

Engaging a Polish PF-competent lawyer in Wrocław is essential to navigate the unique blend of civil law, corporate law, and sector-specific regulations. An experienced counsel helps shape a bankable structure and mitigates execution risks before signing complex agreements. Below are concrete scenarios where legal advice is essential.

• Cross-border SPV structuring for a Wrocław wind farm - A sponsor from another EU country plans to finance a local wind project through a Polish SPV. You will need counsel to determine shareholding, governance, intercompany agreements, and enforceable security under Polish law. The lawyer coordinates with tax advisors, lenders, and the EPC contractor to align obligations and ensure transfer pricing compliance.
• PPP tender for a water treatment facility in Wrocław - The city issues a PPP procurement and you must negotiate the PPP contract, risk allocation, and availability payments. A Polish attorney helps with tender documentation, bid challenges, and ensuring that the contractual risk profile matches the financing plan.
• Complex security packages and collateral planning - PF deals rely on pledges, mortgages, and receivables assignments. Local counsel drafts, negotiates, and perfects security interests in Polish registries, including registering mortgage encumbrances and security pledges with the appropriate authorities.
• Tax optimization and VAT considerations for SPVs - SPV income, transfer pricing, and VAT treatment of EPC and O&M payments require specialist tax advice integrated with the project finance deal. A Polish attorney coordinates with tax advisors to minimize leakage and ensure compliance.
• Regulatory approvals and sector-specific compliance - Energy, water, and waste management projects face sector-specific licensing and environmental approvals. A local lawyer helps secure permits, handle administrative appeals, and align with EU directives applicable in Poland.
• Contract negotiation and dispute resolution planning - PF projects involve long-term contracts with critical performance milestones. An attorney drafts and negotiates dispute resolution clauses, governing law, and forum selection provisions suitable for Polish courts or arbitration.

3. Local Laws Overview

Poland governs PF-related activities through a combination of general contract and corporate law, plus sector-specific statutes. The key legal frameworks that most commonly impact PF in Wrocław include public procurement, public-private partnerships, and general contract and security rules. Below are the principal statutes and latest practical considerations.

• Public Procurement Law (Prawo zamówień publicznych) - Governs competitive procurement for public sector projects and applies to PF financeable infrastructure in Poland. The act has undergone significant amendments to align with EU Directives and improve procurement procedures. It affects how PF projects in Wrocław may be tendered, bid evaluated, and contracted.
• Public-Private Partnership Act (Ustawa o partnerstwie publiczno-prywatnym) - Establishes the framework for PPP arrangements between public authorities and private partners in Poland. This act shapes the risk transfer, revenue models, and procurement routes used in PF-adjacent projects. The act has seen targeted amendments to facilitate faster PPP processes and clearer project structuring.
• Civil Code (Kodeks cywilny) and related security laws - Governs contract formation, assignment of rights, and enforcement of security interests such as pledges, mortgages, and lien rights. SPVs in Poland typically rely on well-drafted contractual provisions to create enforceable security packages for lenders.

The following notes provide context for how these laws influence PF in Wrocław today. Polish PF transactions often require tender compliance under PZP, structured risk allocation under PPP or SPV contracts, and enforceable security enforcement under the Civil Code and real estate registries. Sector-specific laws, such as Energy Law for energy PF, also affect PF structuring when relevant to a project.

“EU Directives continue to shape Polish procurement and PPP practice, impacting how PF projects are planned, bid, and financed.” - World Bank PF guidance

“Polish security interests require proper perfection and registration in Polish land and mortgage registries, with careful coordination between financing and construction contracts.” - European Investment Bank PF notes

4. Frequently Asked Questions

What exactly is project finance in Wroclaw and how does it differ from standard lending?

Project finance uses an SPV, with lenders repaid from project cash flows rather than sponsor assets. Risk is allocated via contracts such as EPC, O&M, and Power Purchase or off-take agreements. The SPV bears primary credit risk for the project, while sponsors contribute equity and guarantees when needed.

How do I start a project finance deal in Poland from Wroclaw, including SPV setup and lenders?

Define the project, select a suitable SPV form (usually a Polish limited liability company), and draft the core project documents. Engage lenders early to obtain a term sheet and outline security packages. Local counsel coordinates with tax advisors and contract negotiators to build a bankable structure.

What is a Special Purpose Vehicle and why is it used in Polish PF transactions?

An SPV isolates project risk from sponsors and enables non-recourse or limited recourse debt. In Poland, SPVs hold project assets, enter into contracts, and serve as the debtor to the lenders. This structure improves bankability and helps manage cross-border investment risks.

Where are security interests like mortgages and pledges registered in Poland for PF deals?

Security interests are registered in Polish registries and land registers, typically under the supervision of the local court. Pledges are usually noted in the commercial register or specific security registers, while mortgages attach to real property through a formal recording process.

Why should a local Polish lawyer be involved in a PF deal in Wroclaw?

A local attorney understands Polish contract law, security enforcement, and registration requirements. They coordinate with tax advisors and regulatory authorities, negotiate local terms, and help secure a defensible closing across Polish registries.

How much does engaging a PF lawyer cost in Wroclaw and what fees are typical?

Costs vary by project complexity, but typical fees include an upfront consulting retainer, hourly rates during due diligence, and a success-based fee at close. Expect to budget tens of thousands to hundreds of thousands PLN for a large PF deal, plus possible success fees.

Do I need to be a Polish company to borrow under a PF structure in Wroclaw?

No, foreign sponsors can participate through an SPV registered in Poland. Lenders will require local corporate governance, appropriate tax residency, and compliance with Polish financial regulations. A local lawyer helps meet these criteria efficiently.

Are government guarantees or EU funding common in Wroclaw PF projects?

Public guarantees and EU-backed facilities are used in select PF transactions where public support is permissible and aligned with procurement rules. Lenders typically require credible off-take arrangements and transparent risk sharing before accepting guarantees.

How long does a typical PF transaction take from due diligence to signing in Poland?

Bankable PF deals generally take 6 to 12 months in Poland, depending on project complexity and procurement timelines. Delays often arise from procurement protests, regulatory approvals, and getting all security documents perfected.

Is the loan currency usually PLN or EUR in Poland's PF deals, and what are the implications?

Polish PF deals commonly use PLN or EUR, depending on revenue profiles and lender preferences. Currency choice affects cash-flow forecasting, hedging needs, and regulatory reporting. Local counsel can advise on currency risk mitigation.

Can foreign sponsors participate in PF deals in Wroclaw and what approvals are needed?

Yes, foreign sponsors may participate through a Polish SPV, subject to anti-money-laundering checks and compliance with Polish corporate and financial regulations. Advisors coordinate with local authorities for any registrations or approvals required.

What is the difference between project finance and corporate lending in Poland?

Project finance is non-recourse to sponsors and depends on project cash flows and contracts. Corporate lending relies on sponsor credit and assets. PF requires extensive contract structuring and risk allocation, while corporate lending centers on sponsor solvency.

Do PF projects require competitive bidding under Polish law?

Public PF projects or projects with public sector involvement must follow public procurement rules. Private PF arrangements may still require due diligence and contract clarity, but the bidding requirements depend on whether public funding or procurement processes apply.

5. Additional Resources

Below are authoritative resources that can help you understand PF in Poland and Wroclaw, including how laws are implemented and how finance is often sourced.

• Isap Sejm - Official Polish legal acts database - Access current texts of acts governing procurement, PPP, civil code, and related matters. This is a primary source for the precise language of regulatory changes affecting PF deals. https://isap.sejm.gov.pl/
• Polish Investment and Trade Agency (PAIH) - Supports investors and foreign sponsors with information, market access, and guidance relevant to PF projects in Poland. https://paih.gov.pl/
• European Investment Bank (EIB) - Provides PF financing, technical assistance, and advisory services for infrastructure and energy projects in Poland and the EU. https://www.eib.org/

6. Next Steps

1. Define the project and central objectives - Clarify scope, expected revenues, and risk profile. Prepare a high-level business case and rough CAPEX/OPEX forecast. Target completion within 2 weeks.
2. Engage a local PF-focused law firm - Select a lawyer or team in Wrocław with PF, PPP, and security experience. Schedule an initial scoping call and obtain a fee estimate within 1 week.
3. Assemble a core due diligence package - Collect project documents, permits, EPC/O&M contracts, and draft off-take or government support documentation. Create a data room and assign document owners within 2-4 weeks.
4. Draft the bankable structure - Work with counsel to design the SPV, identify lenders, securities, and contract risk allocations. Prepare a term sheet outline for lenders
5. Launch initial lender outreach - Present the project to potential lenders, showcase the cash flow model, and negotiate term sheet terms. Expect a 6-8 week window for initial feedback.
6. Negotiate core project documents - EPC, O&M, off-take, and PPP or procurement contracts, along with security package and intercreditor arrangements. Complete within 6-12 weeks after term sheets finalize.
7. Close and funding plan - Finalize all documents, obtain regulatory approvals, and execute closing. Plan for a 6-8 week post-negotiation closing cycle and ensure start-up readiness.