A French-owned distribution subsidiary registers in Warsaw. Within three years, it accumulates debt to both Polish suppliers and a French parent-company creditor. The parent files for sauvegarde proceedings in Paris. The Polish entity faces a separate enforcement action before the District Court in Warsaw. Two insolvency frameworks, two legal cultures, one corporate group – and a board caught between them.
Cross-border insolvency involving Poland and France is governed primarily by EU Regulation 2015/848 on insolvency proceedings (the Recast Insolvency Regulation), which allocates jurisdiction based on the debtor's Centre of Main Interests (COMI). Where the COMI is established in one member state, that state opens the main proceedings; the other state may open secondary proceedings limited to assets located on its territory. Polish courts – specifically the district courts acting as insolvency courts, registered in the National Court Register (KRS) – and their French counterparts apply the same jurisdictional rules but different substantive laws, creating significant procedural complexity for any group with a dual presence.
This guide covers the step-by-step procedure for a Poland-France insolvency scenario, the timeline a board should anticipate, common cost benchmarks, three business scenarios drawn from practice, and the mistakes that most frequently derail otherwise viable restructurings. Readers who manage Polish-Slovak group structures may also find our parallel analysis of cross-border insolvency involving Poland and Slovakia useful for comparison.
How does COMI determine which court leads the proceedings?
Jurisdiction is the first battleground in any Poland-France insolvency. The Recast Insolvency Regulation creates a rebuttable presumption: the COMI is where the debtor's registered office sits. That presumption can be overturned if the actual centre of management and control is demonstrably elsewhere. A Polish subsidiary managed day-to-day from Paris – with board meetings held in France, banking relationships maintained there, and strategic decisions taken by the French parent – may find a French court asserting COMI jurisdiction even though the KRS address is Warsaw.
The practical consequence is significant. Whichever court opens main proceedings controls the choice of applicable insolvency law for the bulk of the debtor's estate. French law governs sauvegarde, redressement judiciaire, and liquidation judiciaire. Polish law governs postępowanie restrukturyzacyjne (restructuring proceedings) and upadłość (bankruptcy). These are not interchangeable. French sauvegarde can be opened while the debtor is still solvent – a protective tool unavailable in Polish bankruptcy law, which requires actual insolvency. A board that misreads COMI risks filing in the wrong jurisdiction and losing up to 30 days of statutory protection.
Three factors courts examine when assessing COMI:
- Location of the debtor's head office and senior management
- Where the debtor's main banking and treasury functions operate
- The jurisdiction creditors reasonably associate with the debtor
We helped a Małopolska-based logistics company challenge a French creditor's attempt to shift COMI to Paris in autumn 2025. The KRS registration, combined with documented evidence of local management, preserved Polish jurisdiction and allowed the board to open przyspieszone postępowanie układowe (accelerated arrangement proceedings) within the statutory 14-day window.
What is the step-by-step procedure once jurisdiction is fixed?
Once COMI is established, the procedure unfolds in distinct phases – each with hard deadlines. Missing any single deadline can trigger personal liability for board members under Polish corporate legislation, or the equivalent action en responsabilité under French commercial law. The 30-day filing obligation under Polish insolvency law is the most frequently breached rule in cross-border scenarios, because boards wait for the foreign proceeding to stabilise before acting locally.
Phase one – pre-filing assessment (weeks one to two): The board commissions a dual-jurisdiction solvency opinion. This document maps assets and liabilities by country, identifies secured creditors in each jurisdiction, and determines whether the Polish entity qualifies for restructuring (requiring the mere threat of insolvency) or must file for bankruptcy (requiring actual insolvency). The Polish Financial Supervision Authority (KNF) must be notified if the debtor holds a regulated licence. Cost at this stage: typically EUR 8,000 to EUR 15,000 in combined advisory fees.
Phase two – filing and court appointment (weeks two to four): The main-proceedings court appoints a licensed insolvency practitioner. In Poland, this is a doradca restrukturyzacyjny (licensed restructuring advisor), supervised by the Ministry of Justice. In France, the court appoints a mandataire judiciaire. Both practitioners must cooperate under the Recast Insolvency Regulation's coordination framework. The Polish court publishes notice in the Court and Commercial Gazette (Monitor Sądowy i Gospodarczy), triggering a moratorium on individual enforcement actions.
Phase three – secondary proceedings (months two to four): If assets exist in the non-main jurisdiction, creditors there may petition for secondary proceedings. Secondary proceedings are limited to local assets and must apply local insolvency law. A French main proceeding does not automatically protect Polish assets from Polish enforcement – a point that surprises many French-side advisors unfamiliar with the KRS framework.
Phase four – plan negotiation and confirmation (months four to twelve): Creditor committees in both jurisdictions must be satisfied. A restructuring plan binding Polish creditors requires approval by the Polish court; a French plan de sauvegarde requires the tribunal de commerce. Coordination protocols – sometimes called "cross-border insolvency protocols" – are increasingly used by practitioners to align timelines, though they carry no binding legal force.
Which business scenarios create the greatest risk?
Three scenarios appear most often in Poland-France insolvency matters. Each carries a distinct risk profile and demands a different sequencing of actions. Understanding which scenario applies determines whether restructuring Poland-side is even viable, or whether the board must proceed directly to bankruptcy.
Scenario one – manufacturing group with Polish production and French sales. The French parent holds receivables from French customers; the Polish subsidiary holds equipment and real property. If the French parent enters redressement judiciaire, Polish creditors (suppliers, employees, tax authorities) face an automatic stay that does not extend to Poland. The Polish subsidiary's board must independently assess its own solvency within 30 days of the parent's filing. Failure to do so triggers personal liability for the full amount of unsatisfied Polish obligations – a consequence that is irreversible once the deadline passes.
Scenario two – IT services company with a Warsaw development centre. The COMI debate is acute here. French clients, French management, French revenue – but 80 employees registered in Poland under Polish labour law. The Polish entity's pre-pack sale (a structured asset transfer to a buyer arranged before formal insolvency) may preserve jobs and contracts if executed within a 14-day window after the court's appointment order. Pre-pack transactions in Poland require court approval and are governed by restructuring legislation; they are not self-executing. For a comparison of how pre-pack procedures differ across Central European jurisdictions, see our analysis of cross-border insolvency involving Poland and Slovakia.
Scenario three – foreign investor holding a Polish real estate portfolio. A French private equity fund holds Polish commercial properties through a Warsaw-registered special purpose vehicle. If the fund enters liquidation in France, the Polish SPV's assets are not automatically realisable by the French liquidator. The liquidator must obtain recognition of the French proceedings before Polish courts – a process that, in practice, takes 60 to 90 days. During that period, individual creditors may attempt enforcement against Polish assets. Early coordination with Polish counsel is the only reliable safeguard. Boards managing real estate exposure should also review office lease review considerations for France tenants to assess contractual termination risk.
What are the most common mistakes and how can boards avoid them?
Board liability in cross-border insolvency is the most underestimated risk in Poland-France scenarios. Polish corporate legislation imposes personal liability on board members for company debts when the insolvency filing is delayed beyond the statutory deadline. French law contains a parallel concept – responsabilité pour insuffisance d'actif – which allows courts to hold directors personally liable for the shortfall in assets. A board member sitting on both the French parent and the Polish subsidiary is simultaneously exposed under both regimes. That dual exposure is rarely flagged early enough.
The five most frequent errors:
- Waiting for the foreign proceeding to close before assessing local solvency
- Assuming the moratorium in the main proceeding automatically protects assets in the other state
- Failing to notify the KRS of the foreign insolvency proceeding within the prescribed period
- Treating intercompany claims as non-priority when building the creditor waterfall
- Overlooking Polish employment law protections, which survive insolvency and must be honoured within 30 days of the filing date
We obtained interim measures protecting assets worth over EUR 3m for a French investor's Warsaw subsidiary in Mazowieckie (spring 2025), preventing enforcement by a single aggressive creditor while the main proceedings in Paris were stabilised. The key was filing the application within 48 hours of identifying the enforcement risk – not after the court in Paris had issued its first order. Speed, in white-collar defence and insolvency alike, is rarely recoverable once lost.
For boards that also face tax exposure, the overlap between insolvency and personal liability under Polish tax law is addressed separately in our guide on board liability for tax arrears.
What to prepare before any cross-border filing:
- Dual-jurisdiction solvency assessment signed by qualified advisors in both countries
- Asset inventory segregated by jurisdiction, with estimated realisable values
- List of secured creditors and applicable governing law for each security interest
- Employment headcount and outstanding wage obligations in each jurisdiction
- Board resolution documenting the solvency assessment date and decision rationale
Specific situations require tailored strategies. If your company has assets or creditors in both Poland and France, the sequence of filings and the COMI argument will determine whether restructuring remains possible or whether bankruptcy is the only outcome.
To receive an expert assessment of your group's cross-border exposure, contact info@kordeckipartners.com.
Frequently asked questions
Q: Can a French insolvency proceeding automatically stop enforcement against a Polish subsidiary's assets?
A: No. The moratorium arising from French main proceedings does not automatically extend to assets located in Poland. A creditor seeking to enforce against Polish assets can do so unless and until secondary proceedings are opened in Poland or a Polish court recognises and gives effect to the French moratorium. This recognition process typically takes 60 to 90 days. Boards should not assume cross-border protection without Polish counsel confirming it.
Q: How long does a typical Poland-France cross-border restructuring take from filing to plan confirmation?
A: The timeline varies by complexity, but a realistic range is 9 to 18 months from the first filing to a confirmed restructuring plan binding creditors in both jurisdictions. The longest phase is usually creditor committee negotiation, particularly where French and Polish creditors hold competing security over the same group assets. Court approval in Poland requires a separate hearing; that alone adds 60 to 90 days to the French timeline.
Q: Is it true that filing for restructuring in Poland protects directors from personal liability for all company debts?
A: This is a common misconception. Filing for restructuring proceedings in Poland suspends the obligation to file for bankruptcy and thereby stops the clock on the personal liability deadline – but only if the filing is made within the statutory 30-day window from the moment of insolvency. A filing made after that window does not retroactively eliminate liability that has already crystallised. Directors must also ensure the filing is substantively valid; a procedurally defective filing does not reset the liability clock.
KORDECKI & Partners is a law firm based in Warsaw and Krakow, advising business clients across 30 jurisdictions. Our team combines expertise in Polish and international law with a practical approach to restructuring, cross-border insolvency, and white-collar defence. We work with Polish entrepreneurs, foreign investors, and in-house legal teams. To discuss your situation, contact info@kordeckipartners.com.
Disclaimer: This publication is provided for informational purposes only and does not constitute legal advice. The information herein should not be relied upon as a substitute for professional legal counsel tailored to your specific circumstances. KORDECKI & Partners assumes no liability for actions taken or not taken based on the contents of this material. For advice regarding your particular situation, please contact info@kordeckipartners.com.