A Luxembourg-based holding company with a Polish operating subsidiary faces insolvency. Two jurisdictions apply different rules. Two courts may claim competence. The clock runs in both capitals simultaneously – and the consequences of missing a deadline in either are irreversible.

Cross-border insolvency between Poland and Luxembourg is governed primarily by EU Regulation 2015/848 on insolvency proceedings (the Recast EIR), which allocates jurisdiction based on the debtor's Centre of Main Interests (COMI). Where the COMI sits determines which court opens the main proceedings and which law applies. Secondary proceedings may be opened in the other member state within 30 days of the main opening, protecting local creditors. Board members in both jurisdictions face personal liability if filing deadlines – 30 days in Poland, effectively immediate in Luxembourg – are missed.

This alert explains the current framework, identifies who is affected and at what thresholds, and sets out the immediate action items that boards and restructuring advisers must address. The analysis covers COMI determination, the interplay between Polish and Luxembourg insolvency law, pre-pack options, and white-collar defence exposure for directors.

What does the Recast EIR change for Poland–Luxembourg structures?

The Recast EIR, in force since June 2017, replaced the original 2000 regulation and introduced significant procedural upgrades. It applies directly in both Poland and Luxembourg as EU member states. The regulation determines jurisdiction, applicable law, and mutual recognition of insolvency proceedings without any additional domestic approval. For a group with a Luxembourg parent and a Polish subsidiary, this matters enormously.

COMI is presumed to be at the registered office. That presumption can be rebutted if the actual centre of administration and supervision is elsewhere – for instance, if the Luxembourg entity is managed entirely from Warsaw. The National Court Register (KRS) in Poland and the Luxembourg Trade and Companies Register (RCS) both serve as reference points for creditors assessing COMI. Establishing COMI correctly before proceedings open is not a formality; it determines which insolvency law governs the entire estate.

The Recast EIR also introduced group coordination proceedings. Where a Polish subsidiary and its Luxembourg parent are both insolvent, a coordinator can be appointed to propose a single restructuring plan. This is not automatic – each entity's insolvency administrator must consent. In practice, coordination requests must be filed within 30 days of the opening of the second set of proceedings. Missing that window forfeits the coordination mechanism entirely.

  • COMI determines the main proceedings jurisdiction and applicable law
  • Secondary proceedings protect local creditors and are limited to assets in that state
  • Group coordination requires active opt-in within 30 days
  • Mutual recognition is automatic – no exequatur needed
  • The Polish District Court (Sąd Rejonowy) and Luxembourg District Court both have insolvency jurisdiction

Who is affected and what are the critical thresholds?

Any Polish company that is a subsidiary, sister entity, or branch of a Luxembourg-domiciled group falls within scope. The threshold for insolvency under Polish restructuring and insolvency law (Prawo restrukturyzacyjne i upadłościowe) is either balance-sheet insolvency – liabilities exceeding assets for more than 24 months – or cash-flow insolvency, meaning inability to pay debts as they fall due. Either condition triggers the 30-day filing obligation for board members.

Luxembourg insolvency law (faillite) applies a comparable cash-flow test but adds a credit-standing element: the debtor must have lost commercial creditworthiness. There is no fixed statutory deadline equivalent to Poland's 30 days, but Luxembourg courts have sanctioned directors for delays measured in weeks. Board liability in Luxembourg can extend to the full deficit of the estate – a figure that, for mid-market holding structures, routinely exceeds EUR 10m.

We obtained a reversal of a tax surcharge exceeding PLN 2m for a manufacturing client in the Mazowieckie region (autumn 2025), where the insolvency filing timeline was itself a contested issue in parallel tax proceedings. The overlap between insolvency and white-collar defence exposure is real and frequently underestimated.

Affected parties include:

  • Board members of Polish subsidiaries of Luxembourg holding companies
  • Luxembourg directors managing Polish assets or operations
  • Secured and unsecured creditors with claims in both jurisdictions
  • Private equity sponsors with Luxembourg SPV structures over Polish assets

For a practical comparison of how Italy handles a similar bilateral framework, see our analysis of cross-border insolvency involving Poland and Italy. The COMI mechanics are identical; the substantive insolvency tests differ.

What immediate action items apply – and by when?

Speed is the defining variable. Once insolvency conditions are met, the 30-day clock in Poland starts regardless of what is happening in Luxembourg. Three parallel workstreams must run simultaneously: legal assessment of COMI, preparation of the insolvency or restructuring filing, and board liability containment.

COMI assessment should be completed within the first 72 hours of identifying distress signals. This requires reviewing where management decisions are actually made, where creditor relationships are managed, and where the registered office is located. A COMI migration – moving the registered office to a more favourable jurisdiction – is possible under the Recast EIR but must be completed before proceedings open. Any migration in the three months before filing is presumed fraudulent and can be challenged.

Our team secured interim measures protecting assets worth over EUR 5m for a private equity client's subsidiary in Lower Silesia (spring 2026), where a COMI dispute between Polish and Luxembourg courts threatened to freeze distributions for over 12 months. Early legal intervention – before either court issued an opening decision – resolved the conflict in under six weeks.

Pre-pack arrangements (a pre-negotiated sale of assets or business before formal insolvency) are available under Polish law and are increasingly used in cross-border structures. A pre-pack must be approved by the Polish court before the insolvency petition is filed. The preparation window is typically 4 to 8 weeks. Luxembourg does not have a direct pre-pack equivalent, but its concordat préventif procedure serves a comparable stabilisation function.

For groups with compliance programmes in their Luxembourg entities, the interaction between insolvency obligations and existing governance structures requires immediate review. Our separate analysis of compliance programme design for Luxembourg subsidiaries in Poland addresses how those frameworks must be adapted under distress conditions.

Immediate action checklist:

  • Conduct COMI assessment within 72 hours of identifying insolvency conditions
  • Notify board members in both jurisdictions of the 30-day Polish filing deadline
  • Instruct insolvency counsel in both Poland and Luxembourg within the first week
  • Assess pre-pack viability and begin creditor outreach if assets are to be preserved
  • Review white-collar defence exposure for directors, including any prior transactions

Cross-border insolvency involving Ukraine-connected entities raises additional sanctions and asset-tracing dimensions. Our analysis of cross-border insolvency involving Poland and Ukraine covers those scenarios in detail.

The specific circumstances of your group structure require immediate legal assessment. Delay in either jurisdiction precludes restructuring options and triggers personal liability that cannot be reversed after the fact.

If your company faces insolvency conditions involving Polish and Luxembourg entities, we will conduct a COMI analysis, identify the applicable filing deadlines, and coordinate counsel in both jurisdictions: info@kordeckipartners.com.

Frequently asked questions

Q: Can a Luxembourg holding company open insolvency proceedings in Poland even if it has no registered office there?

A: Yes, if the COMI is demonstrably in Poland – for example, because all management decisions are made in Warsaw and the Luxembourg entity has no genuine operational presence. The National Court Register records and management documentation will be examined by the Polish District Court. A COMI finding in Poland means Polish insolvency law governs the main proceedings, regardless of where the entity is registered.

Q: How long does a cross-border insolvency proceeding between Poland and Luxembourg typically take?

A: Main proceedings in Poland typically last between 18 and 36 months for contested cases. Luxembourg proceedings run on a broadly similar timeline. Where group coordination is used under the Recast EIR, the coordinator's plan must be proposed within six months of appointment. Pre-pack structures can compress the asset-sale phase to under three months, but court approval in Poland adds at least four to six weeks to that timetable.

Q: Is it a misconception that secondary proceedings automatically protect all Polish creditors?

A: Yes. Secondary proceedings under the Recast EIR are limited to assets physically located in Poland at the time of opening. Creditors with claims secured over Luxembourg assets, or over assets transferred before proceedings opened, are not protected by secondary proceedings alone. Early creditor registration in the main proceedings – wherever those are opened – remains essential. Waiting for secondary proceedings to resolve cross-border claims is a common and costly mistake.

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, insolvency, and cross-border distress situations. 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.