The highly anticipated deregulation of procedures and provisions across various areas of law is progressing more slowly than initially announced. Some citizens may be disappointed, but many lawyers have cautioned against rushing into changes just to “simplify” existing procedures, highlighting risks or potential dangers among some deregulation proposals that could threaten legal certainty.

I have previously raised specific concerns while also emphasizing the importance of conducting a thorough, reliable, and constructive legal reconstruction of certain legal institutions.

A positive “deregulatory” change should be the proposed amendment to the Civil Code regarding the (de)regulation of the relationship between the investor, contractor, and subcontractor under construction contracts. The Council of Ministers has just approved this draft and, as part of the fast-track legislative process, submitted it to the Sejm on June 25, 2025.

The current situation regarding construction contracts and the issue of investor objections

Currently, the relationships between the three key entities of the investment process (i.e., investor, contractor, and subcontractor) are regulated by the provisions of the Civil Code, specifically Article 647 et seq.

Pursuant to Article 647 ¹ of the Civil Code, the investor is jointly and severally liable with the contractor (general contractor) for paying the remuneration due to a subcontractor for the construction works he has performed if:

1. the detailed scope of works was notified to the investor by the contractor or subcontractor before the start of the works, and

• such notification was made in writing under pain of invalidity, or if the detailed subject of construction works performed by the designated subcontractor was specified in the contract, concluded in writing under pain of invalidity, by the investor and the contractor specified in the contract,

unless, within thirty days of the notice being delivered to the investor, the investor submits objections to the works being performed by the subcontractor to the contractor and the subcontractor.

The above also applies to the joint and several liability of the investor, contractor, and subcontractor who has entered into an agreement with a further sub-subcontractor for the payment of remuneration to the further subcontractor.

In practice, the issue of effectively expressing an objection is significant and often encountered in courtrooms. It should be noted that in some disputes, the key factors are the manner of filing or lodging the objection and the deadline for doing so, which remain crucial for the court’s decision.

Reporting a subcontractor to the investor (general contractor) without meeting the statutory requirements or properly filing an objection usually prevents the subcontractors from effectively pursuing a claim against the investor (general contractor) due to the lack of conditions for passive legitimacy on the investor’s part (i.e., lack of grounds for being sued).

It should be noted that the provision currently under discussion is of an imperative nature – this means that none of the parties to the agreement (none of the interested participants in the investment process) may modify the elements mentioned above, i.e., make the emergence of the investor’s joint and several liability dependent on additional circumstances, extend or shorten the statutory deadline, or change (e.g., liberalize) the form of the statement of an objection.

This provision is of a guarantee nature, meaning it is mainly designed to give the investor a basic level of protection for his interests while assuring subcontractors that, if they act diligently (i.e., in accordance with the regulations), they can directly satisfy their claims from the investor if the contractor becomes insolvent, without needing to enter into additional agreements with him.

Changes are coming – what will the deregulation involve?

The proposed changes assume that the investor and the contractor can agree on a shorter deadline for filing an objection than the statutory deadline, as long as it is clearly specified in the contract.

Additionally, a rule is to be introduced that the objection period set for a subcontractor cannot be shorter than that agreed upon between the investor and the contractor.

According to government representatives, the goal is to make the relationship between the investor, contractor, and subcontractor within construction contracts more flexible. The new regulations are especially important for smaller construction projects, where current rules often delay project implementation. The adopted solution aims to allow the parties—the investor and contractor—to set a shorter deadline for filing an objection, provided that this deadline is clearly specified in the contract[1].

You should always stay alert

It should be emphasized that, regardless of whether deregulation comes into effect or the final form in which the legislator regulates the deadline and method of objection to the subcontractor’s notification, participants in the investment process (such as investors, general contractors, or final subcontractors) must remain especially vigilant both during the drafting of the construction works contract and while exchanging declarations, performing work, preparing reports and notes, or settling accounts (including documenting the work performed and properly completing handover protocols, for example).

In practice, many disputes between participants in the investment process stem from misunderstandings or attempts to “cut corners” in meeting documentary requirements. Often, industry representatives, even those who are professional and diligent, show an aversion to the formalities related to their work because of their involvement in technical construction matters. Sometimes, this reluctance to adhere to formalities, such as fully recording oral agreements, harms one or all participants in the investment process, and can even lead to years of litigation that ultimately benefits no one.

Therefore, it is recommended that each participant in the investment process utilize the services of specialized lawyers who can effectively assist at every stage of construction.

It is advisable to rely on the advice and representation of attorneys-at-law or advocates experienced in the broad field of real estate law throughout the entire investment process. Jabłoński Koźmiński & Partners team has experience not only in representing investors and contractors in typically contentious situations (including before courts of all levels), but also in providing ongoing and comprehensive legal services, consulting, and resolving investment issues before any damage or dispute even occurs.           

[1] https://www.gov.pl/web/premier/projekt-ustawy-o-zmianie-ustawy—kodeks-cywilny-projekt-deregulacyjny, access from 07.11.2025.