A Polish manufacturing company with a subsidiary in Milan stops paying suppliers in both countries simultaneously. The parent board meets in Warsaw. The question arrives immediately: which court opens proceedings, which law governs the estate, and what happens to assets held on the other side of the Alps?
Cross-border insolvency involving Poland and Italy is governed primarily by the EU Insolvency Regulation (Recast), which allocates jurisdiction based on the debtor's centre of main interests (COMI). Main proceedings open in the COMI state and produce effects across all EU member states. Secondary proceedings may open in any state where the debtor maintains an establishment, but their scope is limited to assets located there.
This guide walks through the step-by-step procedure, the key decision points for boards and creditors, the costs involved, and the three most common business scenarios where the Poland–Italy axis creates practical difficulty. It also flags the mistakes that boards make most often – and the ones that produce personal liability.
How does the EU Insolvency Regulation allocate jurisdiction between Poland and Italy?
The answer depends entirely on where the debtor's COMI is located. Under EU insolvency law, the COMI is presumed to be the registered office. That presumption is rebuttable, but the rebuttal requires clear, objective, and verifiable evidence that the actual centre of management and control lies elsewhere. Courts in both Poland and Italy apply this test strictly. The National Court Register (KRS) in Poland and the Italian Registro delle Imprese (Companies Register) each supply the official registered-office data that triggers the presumption.
Timing matters enormously. If a debtor moves its registered office within three months before filing, the regulation treats the old location as the COMI. This anti-forum-shopping rule has direct consequences: a board that relocates from Warsaw to Rome shortly before filing will not automatically obtain Italian jurisdiction. The Polish district court – which functions as the insolvency court of first instance – retains authority to challenge the shift. We have seen this scenario arise in practice, and the consequences of miscalculating jurisdiction are severe.
Secondary proceedings add a further layer. An Italian creditor holding security over assets in a Milan warehouse can request the opening of secondary (territorial) proceedings in Italy. Those proceedings are limited to assets physically situated in Italy. The Italian court coordinates with the Polish main-proceeding administrator through the mechanism of the European Insolvency Register and direct court-to-court communication. The Polish Financial Supervision Authority (KNF) becomes relevant only when the debtor is a regulated entity – a less common but not rare scenario in cross-border trade finance.
- COMI presumption: registered office, rebuttable by objective evidence
- Three-month look-back rule blocks late office transfers
- Secondary proceedings cover only local assets
- Court-to-court coordination is mandatory under the Recast Regulation
- Parallel creditor actions in both states are stayed automatically once main proceedings open
What is the step-by-step procedure for filing and recognition?
The procedure has five identifiable stages. Each carries a hard deadline or a cost consequence. Missing the 30-day board-filing obligation under Polish insolvency law – measured from the date the debtor becomes insolvent – triggers personal liability of directors for the full amount of unsatisfied creditor claims. That window does not pause because cross-border complexity makes the filing inconvenient.
Stage one is COMI determination. The board commissions a factual analysis of where management decisions are made, where contracts are signed, and where the principal bank accounts are held. This analysis takes three to five business days if the corporate structure is clear. A holding structure with operational functions split between Warsaw and Milan can extend this to two weeks.
Stage two is filing in the COMI state. The petition is lodged with the competent district court. In Poland, the filing fee is PLN 1,000 for a standard insolvency petition. In Italy, the tribunale (commercial court) handles the equivalent filing, with costs varying by asset value. The petition must include a current list of creditors, assets, and liabilities – in both jurisdictions, incomplete petitions are returned without action, which restarts the clock.
Stage three is the opening decision and automatic recognition. Once the Polish or Italian court issues its opening decision, that decision is automatically recognised across all EU member states without any separate recognition procedure. A Polish administrator appointed by the court can act immediately in Italy. An Italian curatore (liquidator) can act immediately in Poland. This is the most practically useful feature of the EU framework – no exequatur, no delay.
Stage four is creditor notification. Creditors in the non-main-proceeding state must be notified individually within a reasonable time, generally interpreted as no more than three weeks from the opening decision. Italian creditors must receive notice in Italian or in a language they understand. Failure to notify forfeits the administrator's ability to claw back assets transferred to those creditors in the pre-insolvency period.
Stage five is claims submission and distribution. Italian creditors submit claims to the main Polish proceedings and vice versa. The hotchpot rule prevents any creditor from receiving a better outcome in secondary proceedings than they would have received in main proceedings. Distribution takes place under the law of the main-proceedings state.
What are the three main business scenarios where the Poland–Italy axis creates difficulty?
Three patterns appear repeatedly in cross-border insolvency work involving these two jurisdictions. Each produces a different procedural risk. Recognising the pattern early – ideally before the filing – avoids the most costly errors.
Scenario one: Italian parent, Polish operating subsidiary. An Italian manufacturer sets up a Polish production entity registered in Silesia. The Polish entity becomes insolvent independently. The Italian parent is not in insolvency, but it holds intercompany receivables against the Polish subsidiary. The Polish administrator must assess whether those intercompany claims represent genuine arm's-length transactions or disguised equity contributions. If the latter, the claims may be subordinated. The Italian parent risks losing its creditor position entirely – a direct financial consequence that boards in Milan often underestimate.
We secured a reversal of an administrator's subordination decision for an Italian parent company's intercompany receivable exceeding PLN 3.5m in the Silesia region (autumn 2025). The key was documentary evidence of market-rate pricing established before insolvency.
Scenario two: Polish holding, Italian operating subsidiary. The COMI is in Warsaw. The Italian subsidiary holds real property in Lombardy. Secondary proceedings open in Italy at the request of local creditors. The Polish administrator and the Italian curatore must agree on a cooperation protocol. Without a written protocol, asset realisations in Italy may be delayed by six months or more. The EU Regulation requires cooperation but does not prescribe its form, so the quality of the protocol depends entirely on the practitioners involved.
Scenario three: pre-pack restructuring with Italian buyers. A Polish company in restructuring (under the Prawo restrukturyzacyjne, Restructuring Law) seeks to sell its Italian distribution assets to a buyer identified before the court opens proceedings. This is a pre-pack arrangement. Polish restructuring law permits pre-pack sales subject to court approval. Italian competition rules may require notification to the Italian Antitrust Authority (Autorità Garante della Concorrenza e del Mercato, AGCM) if the transaction meets the domestic thresholds. Missing the AGCM notification window – typically 30 days from signing – can void the transaction.
For a broader comparative view of how the EU framework operates in neighbouring jurisdictions, see our analysis of cross-border insolvency involving Poland and France. For the Swiss context, where the EU Regulation does not apply, see our guide on cross-border insolvency involving Poland and Switzerland.
What are the most common mistakes boards make – and how do they trigger personal liability?
Board liability in cross-border insolvency is not theoretical. Polish insolvency law imposes personal liability on board members who file late, file incomplete petitions, or dissipate assets after the insolvency threshold is crossed. The irreversible consequence is that the liability attaches to the individual director, not the company – meaning it survives the insolvency itself.
The most common mistake is delay. Boards facing distress in both Poland and Italy often wait for the Italian restructuring process to produce a result before filing in Poland. That wait is dangerous. The 30-day Polish filing window runs from the moment the Polish entity is insolvent, regardless of what is happening in Italy. A board that waits 60 days has already lost the window. Personal liability attaches automatically. White-collar defence counsel becomes necessary at that point, and the costs are orders of magnitude higher than timely filing would have been.
The second mistake is asset movement. A board that transfers assets from the Polish entity to the Italian parent in the three months before filing exposes those transfers to clawback under Polish insolvency law. The administrator has two years from the opening of proceedings to challenge such transfers. Transfers at below-market value face a five-year challenge window. Directors who approved those transfers face personal liability if the court finds they acted with knowledge of insolvency.
We obtained interim measures protecting assets worth over EUR 4m for a creditor in the Małopolska region (spring 2026), preventing dissipation during a contested cross-border insolvency where the debtor had attempted to move assets to an Italian affiliate before filing.
The third mistake involves data handling. When the administrator takes control, they access employee data, customer databases, and contracts held in both jurisdictions. Polish and Italian data protection rules – both implementing the General Data Protection Regulation – apply simultaneously. For the data-transfer dimension of cross-border restructurings, see our note on data transfer from Poland to Italy: legal mechanisms.
What to prepare before filing:
- Current creditor list with addresses in both Poland and Italy
- Asset inventory specifying the physical location of each asset
- COMI analysis memorandum signed by external counsel
- Board resolution authorising the filing, dated precisely
- Intercompany transaction documentation for the prior 12 months
Specific restructuring situations require tailored analysis. If your company holds assets in both Poland and Italy and the board is approaching the 30-day filing threshold, the window for preserving optionality is closing. To receive an expert assessment of your restructuring or insolvency exposure, contact info@kordeckipartners.com.
Frequently asked questions
Q: If main proceedings open in Italy, does a Polish creditor have to file claims in Italy?
A: Yes. Under the EU Insolvency Regulation, all creditors – regardless of where they are located – file their claims in the main proceedings. A Polish creditor must therefore submit its proof of claim to the Italian court-appointed administrator, following Italian procedural rules and timelines. The deadline for lodging claims is set by the Italian court in the opening decision, typically between 30 and 60 days from publication. Missing this deadline does not extinguish the claim permanently, but late claims rank below timely ones in distribution.
Q: How long does a cross-border insolvency between Poland and Italy typically take?
A: The timeline depends heavily on whether secondary proceedings open and whether assets are contested. A straightforward liquidation with COMI in Poland and no Italian secondary proceedings can be concluded in 18 to 24 months. Where secondary proceedings open in Italy and require separate asset realisations, the overall process extends to three to five years. Pre-pack restructuring – where assets are sold before the court opens proceedings – can shorten the timeline to six to nine months, provided the court approves the sale plan promptly.
Q: Does a Polish restructuring arrangement bind Italian creditors automatically?
A: This is a common misconception. An approved arrangement under Polish restructuring law binds all creditors who were entitled to vote in the arrangement proceedings, including Italian creditors who received proper notice. However, an Italian creditor that was not notified, or that holds security over assets located in Italy covered by secondary proceedings, is not automatically bound. The binding effect is subject to the cooperation protocol between the Polish restructuring administrator and any Italian court involved. Creditors should obtain independent Polish and Italian legal advice before assuming the arrangement applies to their claim.
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 cross-border restructuring and insolvency. 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.