Last updated: 12.03.2026
Aircraft Leasing in Poland
Aircraft leasing in Poland is fully possible, but it requires careful local legal structuring. In this video, Michał Dudkowiak explains why Poland’s non-ratification of the Cape Town Convention matters for lessors, financing banks and aviation transactions.
Aircraft Leasing in Poland: Key Legal and Practical Issues
Aircraft leasing is one of the most common structures used in aviation transactions. For airlines, it allows fleet expansion without full upfront acquisition costs.
For owners, lessors and financiers, Poland is a workable jurisdiction, but the transaction should be documented carefully because Poland has not ratified the Cape Town Convention in its own right, and self-help repossession is generally not available.
Typical transaction structure
A standard structure involves the acquisition of the aircraft by an owner or lessor, followed by an operating lease to a Polish airline or operator. Polish law recognises aircraft leases, including operating and finance leases.
In practice, the lease is often governed by English law or another foreign law. Polish courts should generally respect a valid choice of foreign law, subject to mandatory Polish law, public policy and procedural rules.
Registration of the aircraft in Poland
Poland has a Register of Civil Aircraft maintained by the President of the Polish Civil Aviation Authority. The Civil Aviation Authority confirms that the register is operated under the Polish Aviation Law and the relevant implementing regulation. (ulc.gov.pl)
The Polish aircraft register is generally an owner-based register. It records, among other things, the aircraft, registration marks, owner, user or operator, and certain encumbrances such as pledges. Changes relating to the owner, user or operator should be reflected in the register and in the certificate of registration.
For aircraft leasing transactions, filing the lease with the Civil Aviation Authority is a practical registration step. If the lease is in English, the authority will usually require a Polish sworn translation or, in practice, a translated extract covering the core commercial and legal terms.
Due diligence before leasing to a Polish airline
Before entering into an aircraft lease with a Polish airline, the lessor should verify both corporate and aviation-related matters.
The main corporate checks include the National Court Register, insolvency status, liquidation status, corporate authority, financial standing and existing encumbrances. The Polish Ministry of Justice operates the Portal of Court Registers, including the National Court Register. (prs.ms.gov.pl)
Aviation due diligence should cover the airline’s
- AOC,
- operating licence,
- fleet structure,
- insurance,
- maintenance arrangements,
- CAMO/Part-145 arrangements,
- technical records,
- airport exposure
- and any aircraft-specific obligations.
For aircraft registered in Poland, the Civil Aviation Authority register should also be checked.
Security and protection of the lessor
Because Poland is not a contracting state to the Cape Town Convention, lessors and financiers should not rely on Cape Town remedies as the primary enforcement tool.
UNIDROIT lists contracting states to the Cape Town Convention and Aircraft Protocol, and Poland is not listed as an individual contracting state, although the European Union has approved/acceded to the Convention and Aircraft Protocol within its competence. (UNIDROIT)
For this reason, Polish transactions often require stronger local protection. Depending on the structure, this may include:
- a Polish registered pledge or civil pledge over the aircraft, airframe or engines;
- separate pledges over engines, especially where engines may be rotated between aircraft;
- a lessee’s submission to enforcement in the form of a Polish notarial deed;
- detailed return, deregistration, export and technical records covenants;
- insurance and maintenance reserve protections;
- clear default and termination mechanics.
A submission to enforcement is particularly important. It is not a security interest in the strict sense, but it may materially shorten enforcement because the lessor may seek an enforcement clause rather than litigating the entire claim from the beginning.
Enforcement and repossession
Polish law does not generally permit self-help repossession. If the lessee refuses to return the aircraft voluntarily, the owner will usually need to rely on court or enforcement proceedings.
This makes the lease drafting important. Events of default, notice requirements, termination rights, access to the aircraft, grounding rights, return conditions, technical records delivery and ferry flight arrangements should be drafted with Polish enforcement realities in mind.
An airport operator may also have statutory rights to retain an aircraft in order to secure unpaid airport charges or damage caused by the aircraft or its operator. This should be considered in due diligence and in the lease covenants.
Deregistration and export
The owner may apply for deregistration of an aircraft from the Polish register. In principle, the lessee’s consent is not required by Polish law, although practical issues may arise if the lessee controls documents carried on board the aircraft, such as the certificate of registration.
Because the Polish register is owner-based, an IDERA-style power of attorney is less central in Poland than in Cape Town Convention jurisdictions. However, powers of attorney may still be useful for procedural handling, especially where lenders, lawyers or transaction managers need authority to act before Polish authorities.
Tax issues
Aircraft leasing into Poland may raise withholding tax, VAT and customs issues.
As a general rule, lease payments by a Polish lessee to a foreign owner may be treated as payments for the use of industrial or transport equipment and may be subject to Polish withholding tax, unless an applicable double tax treaty reduces or excludes taxation. The analysis depends on the owner’s tax residence, beneficial ownership, treaty access, business profile and Polish withholding tax due diligence rules.
For VAT purposes, the standard Polish VAT rate is generally 23%. In aviation, zero-rating may apply in certain cases, in particular where aircraft are supplied, leased or serviced for qualifying airlines operating chiefly on international routes. Each case should be reviewed against the Polish VAT Act and the factual use of the aircraft.
Engines
Polish law recognises separate ownership of aircraft engines. There is no separate Polish aircraft engine register equivalent to the aircraft register. In financing and leasing transactions, separate pledges over engines are often advisable because engines may be replaced, swapped or operated independently from a specific airframe.
Practical checklist for lessors
Before leasing an aircraft to a Polish airline, the owner or lessor should usually:
- check the airline in the National Court Register and insolvency registers;
- verify aviation licences, AOC, insurance and maintenance arrangements;
- review the Polish aircraft register and any disclosed encumbrances;
- ensure the lease is filed with the Civil Aviation Authority where required;
- consider Polish security, including registered pledges;
- obtain a Polish notarial submission to enforcement where commercially possible;
- include clear default, termination, return, deregistration and export provisions;
- separately protect engines and technical records;
- review withholding tax, VAT and gross-up clauses;
- check airport, maintenance and operational liabilities that could affect repossession.
Conclusion
Poland is a viable jurisdiction for aircraft leasing, but it requires careful structuring.
The most important points for owners, lessors and financiers are local due diligence, proper registration with the Civil Aviation Authority, strong contractual default and return provisions, and Polish-law enforcement tools such as pledges and notarial submission to enforcement. Since self-help repossession is generally unavailable and Poland has not ratified the Cape Town Convention directly, transaction documents should be prepared with Polish enforcement practice in mind.
