Our team of lawyers specializes in comprehensive legal services for data center projects, providing support at every stage – from planning and financing, through the construction period, to operational infrastructure management and ownership transformation. With many years of experience, we advise investors, operators and developers on project structuring, real estate transactions and compliance with regulations, including tax and environmental protection. Our experts help negotiate agreements regarding, among others, energy supply, network connectivity and long-term leasing of critical infrastructure. We also have extensive experience in conducting due diligence, M&A transactions and obtaining tax relief and investment incentives. We represent clients in contacts with external entities and support them in managing risks related to the changing legal environment of the data center sector. Our knowledge and practical approach allow for effective management of even the most complex projects, ensuring legal and operational security.
Investing in data centers is necessary not only because of the dynamic development of the IT industry and the growing demand for such services, but also because more and more regulations are appearing in the world prohibiting the storage of data obtained in a given area outside of it. They apply, among others, in the European Economic Area, as well as in individual EU countries, e.g. Germany and France, and countries outside the EU – e.g. Russia and China. It is possible that in the future there will be more such regulations, including those applicable in Poland. Such regulations will force data centers to be located in specific places.
Data centers and the renewable energy sector
Data centers are increasingly using renewable energy, which requires appropriate agreements and compliance with legal regulations, in particular the Renewable Energy Sources Act. Legal assistance in this matter covers aspects related to the purchase and generation of renewable energy, compliance with environmental protection regulations and the negotiation and preparation of energy supply contracts. In addition, it is important to adapt the operation of data centers to the sustainable development strategy.
Generating energy for the purpose of running a data center in Poland requires obtaining a license under Article 32 of the Energy Law. Our team can help clients conduct the process of obtaining it – from assessing whether the investor meets the requirements necessary to obtain a license, which are specified in Article 33 of the Energy Law, through submitting an application for a license, referred to in Article 35 of the Act, to conducting administrative proceedings related to the process of obtaining a license and appealing against a possible decision not to grant it.
Our lawyers can also help with the selection of appropriate staff necessary to manage the energy network, including the process of obtaining certificates by employees confirming the qualifications referred to in Article 54 of the Energy Law and the Regulation of the Minister of Climate and Environment on detailed rules for confirming the qualifications of persons involved in the operation of devices, installations and networks .
Tax relief and tax optimization
We advise clients on tax reliefs, exemptions and preferential mechanisms supporting the development of technological infrastructure. Legal assistance includes analysis and use of available reliefs in the field of PIT, CIT and VAT, which allows for reducing investment and operating costs. We support clients in creating a tax-favorable corporate structure, minimizing fiscal burdens in accordance with applicable regulations. Our lawyers also ensure compliance with the regulations regarding the taxation of technological infrastructure, including the interpretation and application of current tax regulations. We regularly monitor legislative changes to adapt tax strategies to new regulations and to make the most of available optimization opportunities.
Our team helps with CIT settlements related to the depreciation of fixed assets used for more than one year, which are indicated in Art. 16a and 16e of the CIT Act, in particular buildings and server rooms that are part of a data center, and the independent determination of their depreciation rates, in accordance with Art. 16j.
In special situations, a company operating a data center may wish to use Estonian CIT regulated in Chapter 6b of the CIT Act. Our team will check whether the company meets the requirements specified in Articles 28j and 28k, determine the amount of the obligation based on Articles 28m-28p and help to fulfill the information obligations under Articles 28r and 28s.
Our lawyers can help with income tax settlements on dividends paid to shareholders or stockholders of a company operating a data center, in accordance with Article 17 of the Personal Income Tax Act and Article 22 of the Corporate Income Tax Act. Our team will help with the payment of tax liabilities on this account to individuals and companies with tax residence outside Poland, based on the provisions of the relevant international agreements on the avoidance of double taxation, including Article 11 of the Double Taxation Agreement concluded between the USA and Poland. Assistance in this area includes determining the applicable regulations of Polish and international law, determining the amount of the liability and payment of tax in Poland, and in the case of some jurisdictions (including the USA), also payment of tax in the country of residence.
Project financing
Our team has extensive experience in financing data center projects, supporting clients in obtaining the capital necessary to implement the investment. We help investors choose the optimal sources of financing, such as bank loans, corporate bond issuance, share issuance or venture capital. We offer comprehensive advice on transaction structuring, financial security and negotiation of contract terms with financial institutions. Our support also includes risk analysis and development of a strategy ensuring the financial stability of the investment at every stage of its implementation.
Our lawyers can prepare a bond issue to finance a data center investment. Assistance in this area primarily includes an assessment of the profitability of such a form of capital acquisition, in relation to competitive forms, preparation of the terms of issue in accordance with Article 6 of the Act on Bonds, selection of the issue mode from those indicated in Article 33, preparation of a public offer or acquisition proposal in accordance with Article 35 and securing the bonds in accordance with Article 28 et seq. An attractive form of bond that can serve as a source of financing for a data center are bonds convertible into company shares. Legal assistance in the scope of this financial instrument, in addition to the above-mentioned issues, also includes amending the articles of association, in the scope of a conditional increase in share capital, in accordance with Articles 448 and 449 of the Commercial Companies Code. Our team also provides similar services in connection with the issue of capital bonds and their conversion into shares, in accordance with Article 4541 et seq. of the Commercial Companies Code.
Our lawyers provide assistance in introducing a company to the stock exchange. Services in this area include, first of all, the establishment of a joint-stock company in accordance with art. 301 et seq. of the Commercial Companies Code or the transformation of a company into a joint-stock company in accordance with art. 551 et seq. Next, our team will prepare draft resolutions of the general meeting necessary to transform the company into a public company, in particular a resolution on the public offering of shares. Our lawyers will help meet the requirements of the stock exchange, prepare an issue prospectus in accordance with art. 13 et seq. of the prospectus regulation and apply for the consent for the issue to the Polish Financial Supervision Authority. After the prospectus is approved by the Polish Financial Supervision Authority, the company will be able to enter the stock exchange and start issuing shares. Our lawyers will prepare the issue in accordance with the provisions of the Commercial Companies Code and the Public Offering Act.
Buying and selling data center assets
Assistance with data center transactions, including the purchase and sale of complexes, also involves acquisition and sale of land for new developments. These processes require detailed due diligence to identify potential legal and financial risks. Our team helps at every stage of the transaction – from the first contact with a potential counterparty, through due diligence, negotiation and preparation of the sales contract, securing the transaction, up to the stage of transfer of ownership of assets. Our lawyers have experience in both the construction of favorable sales contracts for movable and real estate, as well as in examining the financial situation of contractors and the legal status of real estate.
In the case of purchasing real estate, our team will check the content of the land and mortgage register kept for the real estate, in particular whether the real estate is not encumbered with a property right subject to registration, such as a mortgage specified in Article 65 of the Act on Land and Mortgage Registers.
Mergers, Acquisitions and Disposals
We provide legal advice in merger and acquisition processes, including contact with the contractor, detailed due diligence, negotiation of transaction terms, preparation of the agreement, securing the transaction and ensuring its effectiveness and compliance with the provisions of corporate law, public law and internal acts of the companies participating in the transaction. Our team has extensive experience, allowing us to conduct the M&A transaction in a beneficial and safe manner. Professional legal assistance in this area allows us to avoid liability for hidden debts of the company that is the subject of the transaction, as well as to create a tax-favorable corporate structure. Our lawyers will also take care of all formal issues related to obtaining corporate consents to carry out the transaction, consents from public authorities and entry in the commercial register.
The process of merging capital companies will be conducted in accordance with the provisions of Article 491 et seq. of the Commercial Companies Code. It includes, among others, the creation of a merger plan meeting the requirements of Article 499, filing a notification with the registry court in accordance with Article 500 and preparing an appropriate report of the management boards of all merging companies, in accordance with Article 501. Our team will also prepare for the management boards of the merging companies, appropriate notifications addressed to their partners, meeting the requirements of Article 504 and will prepare a draft resolution on the merger of companies, which must be adopted by the partners or the general meeting, in accordance with the content of Article 506.
Company divisions and restructurings
Support in the spin-off of parts of enterprises, restructuring of companies dealing with data centers and preparation of corporate documentation related to these processes. Such changes require precise planning of the ownership structure and adjustment to applicable regulations. Our lawyers will help to conduct the entire process in accordance with the Polish Commercial Companies Code and restructuring law. Legal assistance in this area includes, among others, obtaining corporate consents, consulting on the most advantageous possibilities, preparation of a plan, fulfillment of formal requirements.
Our lawyers will help the clients choose the appropriate type of division from those indicated in Article 529 of the Commercial Companies Code, prepare a company division plan in accordance with Article 534, report the division to the registry court pursuant to Article 535 and prepare reports of the management boards of all companies participating in the process, pursuant to Article 536. Legal assistance will also include creating an appropriate notification for company shareholders pursuant to Article 539 and creating a draft resolution on the company division, which must be adopted by shareholders or the general meeting, pursuant to the requirement of Article 541.
Leasing, co- location and data center rental
We advise on lease, rental and space sharing agreements. Support also includes negotiations on technical conditions, Service Level Agreements and other obligations of the parties to the agreement, including precise definition of the conditions of use of the infrastructure. Our team provides services in the field of negotiations, preparation of the draft agreements, security, execution of the agreement and pursuing claims in the event of a breach of the agreement, including non-compliance of the subject of the agreement with the content of the SLA and improper use of the subject of the agreement.
Our lawyers will ensure that the contracts comply with the provisions of the Polish Civil Code concerning lease (Art. 659 et seq.) or leasing (Art. 7091 et seq.). Legal assistance in this area includes, among others, pursuing claims related to defects in the subject of the contract, specified in Art. 664 and 7098 and the manner of using the subject, in accordance with Art. 666 and 7099 .
SLAs and Privacy Policies
We provide legal support for SLAs (Service Level Agreements ), user regulations and privacy policies in accordance with applicable regulations, including GDPR. It includes the preparation of appropriate agreements, regulations and privacy policies, ensuring their compliance with legal requirements and minimizing legal risk. In addition, assistance may also include control of the compliance of the company’s and its employees’ activities with the standards of conduct specified in SLAs, regulations and privacy policies and public law acts regulating the processing of personal data.
Legal assistance in this area includes, among others, the creation of guidelines for the treatment of personal data and the examination of their compliance, in accordance with Articles 5 and 6 of the GDPR and the obligations of data controllers contained in Chapter IV of the Regulation.
Support for developers, operators and investors
Our lawyers provide comprehensive support for entities acting as developers, operators and investors in the process of building and operating data centers. The consulting includes, among others, the purchase and sale of land for the construction of data centers, investment risk assessment and negotiation of transaction terms and its security, conducting the transaction, as well as analysis of local regulations regarding spatial development. Support for operators includes assistance in resolving current legal issues from various fields, primarily tax law, contract law and labor law, as well as handling court proceedings. Investors can receive comprehensive legal assistance in the preparation of the investment, its implementation and realization of profits, including tax optimization.
REITs are frequent entities investing in data centers. In Poland, this type of fund has not been regulated by law, and therefore there are no Polish entities of this type. However, the Polish government is working on creating an appropriate regulation for REITs . Our lawyers are closely monitoring any legal changes in this area, so once the relevant act comes into force, our team will be ready to provide services to entities conducting collective investments in real estate.
Planning and environmental issues
We provide clients in analysis of environmental regulations regarding the construction and operation of data centers, including obtaining permits and compliance with ecological standards. Legal support also includes advice on minimizing the impact of the investment on the environment. In addition, our team will ensure compliance of the investment with the Spatial Planning and Development Act and local spatial development plans.
Legal assistance in this area includes, among others, obtaining an environmental decision on building conditions, which is specified in art. 71 of the Act on the provision of information on the environment and its protection, public participation in environmental protection and on environmental impact assessments. Our team will prepare and submit an appropriate application, in accordance with the requirements of art. 73 and 74 of the said Act. Legal assistance also includes representation during administrative proceedings, and in the event of a negative decision, also conducting appeal proceedings and appealing the decision to the administrative court. Our lawyers will analyze the issued decision and provide assistance in its implementation during the investment.
Our lawyers verify if the planned data center is compliant with the EU EED Directive. This applies in particular to the information obligation imposed by Article 12 of the Directive related to publishing the energy performance of data centers.
An entrepreneur running a data center can apply for one of the ecological certificates. The most popular include Leadership in Energy and Environmental Design (LEED), Building Research Establishment Environmental Assessment Method (BREEAM) and Green Globes.
Power Purchase Agreements and Data Center Construction Contracts
We offer services within negotiating and drafting energy supply contracts and contracts for the design and construction of data centers. Support includes consulting on the selection of energy suppliers and solutions optimizing energy consumption. The assistance will ensure long-term energy stability of the investment. Our team will help in all stages of concluding contracts with energy suppliers, design companies and construction contractors. Support includes, among others, the selection of a reliable contractor, negotiation of contract terms, including payment and security terms, legal support for current issues arising during the performance of the contract, control of due performance of the contract and resolution of disputes and pursuing claims both in court and in extrajudicial proceedings. Construction of large data center complexes requires coordination of many legal and administrative processes. Our lawyers therefore help in negotiating, concluding and performing construction contracts, obtaining permits and ensuring compliance with construction law and environmental protection law.
Our lawyers will also take care of obtaining a decision on a building permit, as specified in Article 28 of the Building Law. The assistance includes filing an application for a permit, representation during the administrative proceedings, and in the event of a negative decision, also an appeal against the decision.
Network connectivity and cooperation with telecommunications operators
Data centers require high-performance network connections, which requires cooperation with telecommunications operators at various levels. Legal advice includes negotiations with:
– local data exchange operators (LEC),
– competitive providers (CLEC),
– companies offering broadband Internet access.
Our lawyers deal with advice on negotiating and concluding agreements with telecommunications service providers and compliance with data transmission regulations. Legal assistance in this area allows to ensure the continuity of operation and security of network connections.
Project feasibility analysis and ownership structure
The implementation of a data center project requires a thorough feasibility study, including legal, technical and financial aspects. Our lawyers help develop the ownership structure of the project and prepare investment agreements. The assistance includes establishing and running a company serving the project, with a defined ownership structure and the rights of individual shareholders. This will allow for the appropriate allocation of risks, profits and losses, rights and obligations among all investors, depending on their capital contribution and the project requirements.
Our lawyers will help with the establishment of the investor’s subsidiaries and their management in accordance with the provisions of the Polish Commercial Companies Code. In addition, it is possible to create an appropriate holding structure, in accordance with the provisions of Article 211 et seq. Legal assistance in this area includes, among others, preparation of appropriate resolutions, in accordance with Article 211, squeeze-out of minority shareholders of the company, in accordance with Article 2111 and assistance in managing the affairs of subsidiaries by the parent company, by means of the latter’s authority to issue binding orders regulated in Article 212 and supervision of the supervisory board pursuant to Article 217.
Data Center Development Projects
Data center development includes issues related to selecting a location, purchasing land, obtaining permits and implementing construction. Our lawyers support investors at every stage of the project, ensuring compliance with regulations regarding spatial development and environmental protection. It is also crucial to ensure stable operating conditions for future users of the infrastructure.
The characteristics of data centers mean that they are most often built on the outskirts of large cities. In Polish conditions, land in such places often requires a process of de-agriculturalization. This process requires obtaining an appropriate administrative decision, indicated in art. 11 of the Act on the Protection of Agricultural and Forest Land. The legal assistance includes determining the costs of de-agriculturalization, submitting an application for a decision, representation during the administrative proceedings, and in the event of a negative decision, also an appeal against the decision.
Intellectual property
Our team provides comprehensive legal services in the field of intellectual property related to the design, construction and operation of data centers. This primarily covers issues of the architectural design of the center, intellectual property, including know-how, computer programs, databases, information technology, and industrial property, including patents. Our lawyers deal with both the protection of intellectual property and the construction and conclusion of license agreements or transfer of intellectual property. This includes compliance with the regulations of Polish copyright and industrial property laws, as well as EU and international regulations.
Our team will take care of drafting license agreements in accordance with Polish law, primarily Article 41 of the Copyright Act.
Ongoing legal services and conducting court proceedings
Our team provides ongoing legal services to data centers, including in the areas of labor law, tax law, contract law, and corporate law. We support clients in the area of employment and employee relations, advising on contracts, regulations, and compliance with labor law. We help optimize the tax operations of data centers by identifying available reliefs and ensuring compliance with applicable regulations. We represent clients in contract negotiations and advise on corporate matters, ensuring the safe and efficient operation of their business. In addition, our team represents clients in court and arbitration proceedings.
Types of Data Centers
The demand for data center services is concentrated around two main segments: colocation centers and hyperscale facilities. Colocation centers are infrastructures for multiple tenants, such as private companies and public institutions, which rent space for servers and use shared resources. Colocation data center operators provide the technical infrastructure, including backup power, cooling systems, physical security. The legal aspects of operating these centers include lease and rental agreements, data protection regulations (e.g. GDPR), SLAs that define service levels, and cybersecurity regulations.
Hyperscale centers are used by tech giants such as cloud providers and AI companies that require huge computing power. They are usually custom-built facilities by individual users who operate hundreds of thousands of servers in a single location. Their infrastructure is designed for high scalability, which means that resources can be dynamically increased or decreased depending on demand. Unlike colocation centers, hyperscale facilities must meet more stringent requirements for global data protection, including GDPR regulations. In the case of AI centers, the regulations governing this issue, included in the AI Act regulation, are also important. Due to their size, hyperscale centers are forced to enter into long-term power purchase agreements (PPAs). High electricity consumption makes it necessary for hyperscale centers to operate in compliance with environmental regulations, including the EU Emissions Trading System.
Nowadays, we can observe a tendency according to which companies are increasingly using data clouds and artificial intelligence in their daily functioning. The topic of quantum computers is also becoming increasingly popular, due to their expected higher efficiency and speed of data processing. This is an important premise, suggesting the profitability of investing in data centers – both hyperscale centers for cloud or AI applications, as well as traditional centers, which in the near future will probably be able to provide customers with the computing power of quantum computers for use in their business.
Cybersecurity in Data Centers
Ensuring a high level of cybersecurity is a key element of the operation of data centers that store and process sensitive information. Our team advises operators on compliance with data protection regulations such as GDPR and NIS2. We help develop security policies, implement access controls and protect against cyberattacks, including compliance with ISO 27001 standards. We represent clients in matters related to security incidents, including contacts with regulators and claims settlement. Our support also includes the preparation of data security agreements such as DPAs (Data Processing Agreements) and clauses on protection against unauthorized access.
In Poland, the NIS2 directive has been implemented by the National Cybersecurity System Act. Our team can examine the compliance of data center operations with this act, in particular in terms of fulfilling the obligations of a digital service provider under Articles 17-20. This year, the provisions of the Data Act will also come into force in Poland, which, among other things, impose the obligation to apply measures enabling customers to change their data processing service provider. Our team will help prepare appropriate procedures for this purpose, in accordance with Article 23 et seq. of the Data act.
Data centers may wish to use EN 50600 and ISO/IEC 22237, which provide guidelines for the design, construction, and management of infrastructure. EN 50600 is the dominant standard in Europe, covering operational, safety, and energy efficiency aspects. ISO/IEC 22237 is based on EN 50600 but adapts the requirements to global market realities. The sector also has ANSI TIA 942 and ANSI BICSI-002, although EN 50600 plays the leading role in Europe. Adhering to these standards facilitates facility certification and compliance with EU regulations on energy efficiency and operational reporting.
