A Kraków-based holding company receives a winding-up notice from a creditor in Warsaw while its German subsidiary simultaneously files for insolvency in Frankfurt. The Polish parent's board has 30 days to act before personal liability attaches. Two parallel proceedings, two legal systems, one very short clock.

Cross-border insolvency involving Poland requires coordinating Polish restructuring law with foreign insolvency frameworks, most commonly through the EU Insolvency Regulation (Recast) or UNCITRAL Model Law principles adopted in bilateral arrangements. Polish courts – primarily district courts sitting as insolvency courts and supervised by the National Court Register (KRS) – determine the centre of main interests (COMI) before recognising foreign proceedings. The 30-day board filing deadline under Polish insolvency legislation is non-negotiable; missing it triggers personal liability of directors for unsatisfied creditor claims.

This guide walks through the step-by-step procedure for cross-border insolvency with a Polish dimension: how jurisdiction is established, what documents are required, where the costs fall, and which mistakes destroy value before a restructuring plan is even filed. Three business scenarios – a manufacturing group, an IT company, and a foreign investor – illustrate the practical divergences.

How does Polish law establish jurisdiction in cross-border insolvency?

Jurisdiction is the first battleground. Polish insolvency law follows the COMI principle: the court where the debtor has its centre of main interests opens the main proceedings. For a company registered with the KRS, the registered office creates a rebuttable presumption of COMI. That presumption can be challenged – but only if the debtor demonstrably manages its affairs from another jurisdiction on a regular, ascertainable basis.

The Polish Financial Supervision Authority (KNF) and the Office of Competition and Consumer Protection (UOKiK) are notified when regulated entities or dominant market players file. For standard commercial debtors, the district court at the registered office receives the petition. Filing fees currently sit at PLN 1,000 for restructuring petitions and PLN 200 for insolvency declarations – low entry costs that sometimes encourage premature filings.

Secondary proceedings can be opened in Poland even when main proceedings run abroad. These cover only assets located in Poland. The scope is limited but the consequences are not: a secondary proceeding can freeze Polish-sited assets within days, disrupting supply chains and bank facilities that the group relies on globally. Creditors with Polish-law security interests often trigger secondary proceedings deliberately to improve their recovery position.

Three practical jurisdiction tests matter here:

  • Where are board meetings held and minuted?
  • Where do key management contracts sit?
  • Where are the primary bank accounts maintained?

Answers that diverge from the registered office create COMI ambiguity. Resolving that ambiguity before filing – not during contested hearings – saves months and significant legal cost.

What are the step-by-step procedures and timelines under Polish restructuring law?

Polish restructuring law, governed by the Prawo restrukturyzacyjne (Restructuring Law, PRL), offers four pathways before a formal insolvency declaration becomes necessary. The fastest is the arrangement approval procedure (postępowanie o zatwierdzenie układu), which can produce a court-approved arrangement in as little as four months. The most protective – and most complex – is sanation (postępowanie sanacyjne), which suspends enforcement and allows the administrator to disclaim onerous contracts.

For cross-border cases, timing coordination is the central challenge. A German court may move to liquidation within three months while Polish sanation proceedings take 12 to 18 months to complete. That mismatch can destroy the going-concern value of the group. Boards that recognise insolvency triggers early – typically when the debt-to-asset ratio breaches the threshold recognised under Polish corporate legislation – have the most options.

We secured a restructuring arrangement for a manufacturing client in the Mazowieckie region (autumn 2025) where parallel German proceedings were pending. Early COMI analysis allowed the Polish proceedings to be designated as main, preserving EUR 4m in intercompany receivables that would otherwise have been absorbed by the foreign estate.

The standard procedural timeline for a cross-border Polish restructuring looks like this:

  • Day 1–30: board decision, COMI analysis, petition preparation
  • Day 30–60: court appointment of supervisor or administrator
  • Month 3–6: creditor inventory, arrangement proposal, foreign recognition requests
  • Month 6–12: creditor vote, court approval, cross-border enforcement

Pre-pack (przygotowana likwidacja) transactions compress this timeline dramatically. A pre-pack can transfer the business within 30 days of the insolvency declaration, preserving employment and contracts while eliminating debt at the entity level.

What are the board liability risks and white-collar defence considerations?

Board liability is the sharpest edge of Polish insolvency law. Directors who fail to file within 30 days of the company becoming insolvent become personally liable for creditor losses attributable to the delay. That liability is joint and several across all board members who were in office during the relevant period – it does not matter whether a director was actively involved in the decision not to file.

White-collar defence considerations arise when the delay is prolonged or when assets are transferred at undervalue in the period before filing. Polish criminal law recognises insolvency-related offences including fraudulent reduction of assets and preferential payment of selected creditors. Prosecutors have 5 years from the date of the act to initiate proceedings. The personal exposure is real and frequently underestimated by foreign directors sitting on Polish subsidiary boards.

Our team obtained interim measures protecting assets worth over EUR 3m for a foreign investor's subsidiary in Lower Silesia (spring 2026), where the parent company had already entered administration abroad. Acting before the Polish court was approached by a creditor preserved the director's ability to demonstrate timely and good-faith action – a key defence in any subsequent liability claim.

Three self-assessment checkpoints for boards:

  • Has the company been unable to pay debts as they fall due for more than three months?
  • Does total debt exceed asset value on a balance-sheet basis?
  • Have any creditors issued formal payment demands in the last 60 days?

A "yes" to any one of these should trigger immediate legal review. Waiting for all three to align forfeits the restructuring window and precludes the pre-pack option in most cases.

Specific situations require tailored legal assessment. Cross-border insolvency cases often involve rapidly changing asset positions and concurrent foreign proceedings that can foreclose Polish options within weeks.

To receive an expert assessment of your board's exposure in a cross-border insolvency scenario, contact info@kordeckipartners.com

How do the three business scenarios differ in practice?

The manufacturing scenario involves a Polish production company with assets in Poland and a distribution subsidiary in another EU member state. Main proceedings open in Poland because production assets – fixed plant, inventory, workforce – anchor the COMI here. The foreign subsidiary enters secondary proceedings locally. The administrator in Poland must coordinate with the foreign liquidator on intercompany claims, which typically represent 20–40% of the Polish entity's receivables book. Transfer pricing documentation becomes evidence in the insolvency proceedings.

The IT scenario looks structurally different. A Warsaw-registered software house has its primary contracts with clients in Western Europe, its servers in Germany, and its development team partly in Ukraine. COMI is genuinely contested. The board's email traffic, board resolutions, and banking relationships will all be examined. If COMI is established outside Poland, Polish proceedings become secondary – covering only Polish-sited assets, which in an asset-light IT business may be minimal. Intellectual property registered in Poland, however, remains subject to Polish proceedings regardless of COMI location. For context on how software IP is treated under Polish law, see our analysis of software copyright protection under Polish law.

The foreign investor scenario – say, a UAE-based fund holding a Polish real estate portfolio – requires recognition of any foreign insolvency proceedings under Polish private international law before the Polish court will defer to a foreign administrator. Recognition is not automatic. The foreign administrator must apply to the Polish district court, provide certified documentation, and demonstrate that the foreign proceedings are not contrary to Polish public policy. This process takes 60 to 90 days on average. During that window, Polish creditors can and do execute against Polish assets. For a detailed treatment of UAE-Poland cross-border cases, see our guide to cross-border insolvency involving Poland and the UAE.

What to prepare: checklist and common mistakes

Preparation determines outcome more than any procedural step. Polish insolvency courts expect a complete creditor list, an up-to-date balance sheet, and a cash-flow forecast covering at least 12 months from the filing date. Missing or inaccurate documentation delays the appointment of a supervisor or administrator – and every day of delay in a cross-border case can trigger enforcement action in foreign jurisdictions.

The most common mistakes in cross-border Polish insolvency cases follow a recognisable pattern. COMI is not analysed before filing, so the Polish court declines jurisdiction or a foreign court opens competing main proceedings. The 30-day board filing deadline is missed because management waits for consensus that never arrives. Foreign creditor notifications are sent late or in the wrong language, invalidating the automatic stay in those jurisdictions. And pre-pack opportunities are lost because the business transfer agreement is not prepared before the insolvency petition is filed.

Cases involving Ukraine add further complexity. Ukrainian creditors, Ukrainian subsidiaries, and Ukrainian directors all operate under a separate insolvency framework that does not align with EU Regulation mechanisms. For cross-border cases with a Ukrainian dimension, our dedicated guide to cross-border insolvency involving Poland and Ukraine addresses the specific recognition and enforcement issues.

What to prepare before filing:

  • COMI analysis memorandum with supporting board and banking documentation
  • Current balance sheet and 12-month cash-flow forecast
  • Complete creditor list with amounts, jurisdictions, and security interests
  • Draft arrangement proposal or pre-pack business transfer agreement
  • Board resolution authorising the filing and evidencing timely decision-making

Cost ranges vary significantly. A straightforward arrangement approval procedure costs PLN 15,000 to PLN 40,000 in professional fees. Sanation with cross-border elements can reach PLN 200,000 or more, excluding court-appointed administrator fees which are set by the court on a case-by-case basis.

Your company's specific situation involves irreversible consequences if the filing window closes. Cross-border insolvency cases move faster than domestic ones because foreign courts do not wait for Polish proceedings to catch up.

For a tailored strategy on cross-border restructuring in Poland, reach out to info@kordeckipartners.com

Frequently asked questions

Q: Can a foreign administrator take control of Polish assets directly?

A: Not without recognition by a Polish court. Under Polish private international law, a foreign insolvency administrator must apply for recognition before exercising powers over Polish-sited assets. The process typically takes 60 to 90 days. Until recognition is granted, Polish creditors retain full enforcement rights against those assets.

Q: How long does a cross-border restructuring in Poland typically take, and what does it cost?

A: The fastest pathway – arrangement approval – can conclude in four months for a well-prepared debtor. Sanation with cross-border elements routinely takes 12 to 18 months. Professional fees range from PLN 15,000 for simple arrangements to PLN 200,000 or more for complex multi-jurisdictional sanation cases. Court-appointed administrator fees are additional and set judicially.

Q: Does registering a company in Poland automatically mean Polish courts have insolvency jurisdiction?

A: Registration creates a rebuttable presumption that COMI is in Poland, but it is not conclusive. If the debtor demonstrably manages its business from another country – evidenced by board meetings, banking, and management contracts located there – a court can find COMI elsewhere. This is a common misconception that leads to wasted filing fees and jurisdictional disputes that delay protection for the debtor.

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 proceedings. 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.