A Dutch holding company discovers that its Polish operating subsidiary has missed payroll for the second consecutive month. The Polish management board is fielding calls from suppliers. The Dutch parent's restructuring officer wants to know: which court takes jurisdiction, which law governs the insolvency estate, and how long does the board have before personal liability crystallises? These are not theoretical questions. They carry hard deadlines.

Cross-border insolvency between Poland and the Netherlands is governed primarily by the EU Insolvency Regulation (Recast), which allocates jurisdiction to the courts of the member state where the debtor's centre of main interests (COMI) is located. Polish insolvency law then sets a 30-day filing deadline from the moment the board identifies insolvency. Missing that window triggers personal liability of board members for the full amount of the company's unsatisfied debts. Both the Polish and Dutch estates are administered in parallel, with the main proceedings taking precedence over secondary proceedings opened in the other jurisdiction.

This alert explains what changed in practice, which entities are affected, and what the board must do within the next 30 days. It covers COMI determination, secondary proceedings in Poland, and the pre-pack option available under Dutch law.

What has changed in cross-border insolvency practice between Poland and the Netherlands?

The EU Insolvency Regulation (Recast) – in force since June 2017 – replaced the original 2000 framework and introduced two structural changes that directly affect Polish-Dutch groups. First, it codified a rebuttable presumption that a company's COMI is its registered office. Second, it created a formal mechanism for secondary proceedings, which are now limited to reorganisation rather than automatic liquidation. For a Dutch-registered holding with a Polish subsidiary, this means the National Court Register (Krajowy Rejestr Sądowy, KRS) filing history and the location of day-to-day management are scrutinised to determine where the COMI truly sits.

Polish courts – specifically the district courts (sądy rejonowe) with commercial divisions – have become more assertive in claiming COMI jurisdiction where operational headquarters are in Poland, even if the parent is Dutch. We saw this pattern sharpen after 2020, when Polish courts began examining board meeting locations, bank account management, and where key contracts were signed. If the Polish court accepts COMI jurisdiction, it opens main proceedings under Polish insolvency law. Dutch courts then open secondary proceedings limited to assets on Dutch territory.

One further development: the Dutch pre-pack procedure (stille bewindvoering) has gained recognition in Polish courts as a legitimate restructuring tool, provided it satisfies the Recast's procedural requirements. This opens a window – but only if the pre-pack is initiated before formal insolvency is declared.

Who is affected and what are the critical thresholds?

Any Polish-registered entity with a Dutch parent, Dutch creditors, or Dutch-held assets falls within scope. The thresholds that trigger mandatory action are specific. Under Polish insolvency law, the board must file within 30 days of the company becoming insolvent – defined as either failure to meet financial obligations for more than 3 months, or liabilities exceeding assets for more than 24 months. Both tests run independently. Whichever is satisfied first starts the clock.

Board liability under Polish corporate legislation is personal and joint. Directors cannot shelter behind the parent company's Dutch restructuring proceedings. The Polish Financial Supervision Authority (Komisja Nadzoru Finansowego, KNF) monitors regulated entities separately, but even unregulated subsidiaries face enforcement by the Office of Competition and Consumer Protection (Urząd Ochrony Konkurencji i Konsumentów, UOKiK) if insolvency-related conduct harms creditors. Personal liability exposure can reach the full value of unpaid creditor claims – there is no statutory cap.

For Dutch-side directors, the risk is mirrored. If the Dutch parent is the subject of main proceedings in the Netherlands, the Polish subsidiary's board remains independently liable under Polish law. The two regimes do not cancel each other out. A board member sitting on both the Dutch and Polish boards faces dual exposure simultaneously. That is the scenario where D&O insurance coverage for Polish directors becomes immediately relevant.

  • Polish insolvency filing deadline: 30 days from insolvency trigger
  • Excess-of-liabilities test: liabilities exceed assets for more than 24 months
  • Payment cessation test: obligations unpaid for more than 3 months
  • Personal liability: full amount of unsatisfied creditor claims, no cap
  • Secondary proceedings: limited to assets physically located in Poland

What must the board do now?

The immediate priority is a COMI audit. The board – both Polish and Dutch – must document where management decisions are actually made. This is not a formality. If the Polish court determines COMI is in Poland, all subsequent steps follow Polish procedural law. The audit should cover the past 3 months of board meeting records, banking mandates, and contract execution locations. This documentation is submitted to the district court at the company's registered office.

We secured a suspension of enforcement proceedings for a manufacturing client in the Mazowieckie region (autumn 2025), giving the board 6 additional weeks to complete a COMI audit and file a restructuring application before the insolvency threshold was formally crossed. That window was opened only because the board acted within 10 days of identifying the liquidity gap.

If the Dutch parent has already initiated pre-pack negotiations, the Polish board must coordinate with the appointed silent administrator (bewindvoerder) and ensure that any asset transfers to the Polish estate are disclosed to the KRS within the statutory period. Failure to disclose precludes the board from relying on the pre-pack as a defence to personal liability claims in Poland. For boards facing white-collar exposure alongside insolvency risk, the interaction between insolvency filing obligations and fiscal criminal liability is addressed in our separate analysis of fiscal criminal defence strategy for board members.

Where a Dutch judgment or order has already been issued in the main proceedings, enforcement in Poland follows a separate track. The practical steps for that process are set out in our guide on enforcing a Netherlands judgment in Poland.

What to prepare immediately:

  • Board meeting minutes for the past 90 days, with locations recorded
  • Current balance sheet and cash-flow projection for the next 30 days
  • List of all creditors with amounts and due dates
  • Copies of any Dutch court orders or pre-pack documentation

Your company's specific situation – COMI location, asset distribution, and creditor profile – determines which filing is required first. Delay forfeits the restructuring window and converts a manageable process into personal liability exposure that cannot be reversed.

To receive an expert assessment of your cross-border insolvency exposure, contact info@kordeckipartners.com.

Frequently asked questions

Q: Can the Dutch parent's insolvency proceedings automatically protect the Polish subsidiary's board from filing obligations in Poland?

A: No. Polish insolvency law imposes an independent 30-day filing obligation on the Polish board, regardless of proceedings opened in the Netherlands. The EU Insolvency Regulation (Recast) coordinates the two estates but does not suspend the Polish board's personal liability for late filing. The Polish board must act within the Polish statutory deadline even if the Dutch parent is already in formal proceedings.

Q: How long does it take to open secondary proceedings in Poland once main proceedings are opened in the Netherlands?

A: Secondary proceedings in Poland are opened by the district court with jurisdiction over the debtor's registered office. In practice, the process takes between 4 and 8 weeks from the creditor's or administrator's application. The court verifies that main proceedings are open in another member state and that assets exist in Poland. There is no automatic stay during this period – creditors may continue enforcement actions against Polish assets until the secondary proceedings are formally opened.

Q: Is the Dutch pre-pack procedure recognised in Poland, and does it reduce board liability?

A: A Dutch pre-pack that satisfies the procedural requirements of the EU Insolvency Regulation (Recast) can be recognised in Poland as part of the main proceedings. However, recognition does not automatically extinguish the Polish board's liability for obligations incurred before the pre-pack was initiated. The board must demonstrate that it acted within the 30-day filing window and that no assets were transferred in a manner prejudicial to Polish creditors. Recognition reduces enforcement risk but does not substitute for timely Polish filing.

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 enforcement. 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.