A Polish manufacturing group with a Romanian subsidiary faces a creditor demand it cannot meet. The Polish parent files for insolvency before the Sąd Rejonowy (District Court). Within days, Romanian creditors begin enforcement proceedings against the subsidiary in Bucharest. Two parallel insolvency processes now run in different legal systems – each with its own administrator, its own asset pool, and its own creditor hierarchy.
Cross-border insolvency involving Poland and Romania is governed primarily by EU Regulation 2015/848 on insolvency proceedings (the Recast EIR), which both countries apply as directly binding law. The Recast EIR allocates jurisdiction based on the debtor's Centre of Main Interests (COMI), which determines where the main proceedings open and which national insolvency law governs the estate. Secondary proceedings may open in any other member state where the debtor holds an establishment, allowing local creditors to enforce against local assets within a 30-day window after the main proceedings are published in the European Insolvency Register.
This alert explains what has changed in the Poland-Romania corridor, which companies are affected, and what boards must do – and when.
What has changed in the Poland-Romania insolvency corridor?
The Recast EIR has been in force since 2017, but enforcement practice in both jurisdictions has sharpened considerably. Polish courts – particularly the District Court for the capital city of Warsaw (Sąd Rejonowy dla m.st. Warszawy) – now scrutinise COMI declarations more aggressively. Romanian courts, supervised by the National Office of the Trade Register (Oficiul Național al Registrului Comerțului, ONRC), have accelerated their recognition procedures for foreign main proceedings. Recognition decisions that once took months now arrive within four to six weeks.
Two developments drive immediate concern. First, the European Insolvency Register (EIR) – maintained under the e-Justice Portal – now feeds Romanian enforcement databases automatically. A main-proceedings notice filed in Warsaw appears in Bucharest registries within 48 hours. This closes the informal window that cross-border groups previously used to restructure Romanian assets before local creditors reacted. Second, Romanian law amended its insolvency statute in 2023 to align administrator powers with the Recast EIR framework. Romanian administrators now have explicit authority to challenge pre-insolvency asset transfers going back up to three years – matching the avoidance window under Polish restructuring law.
The practical result: any group with Polish and Romanian entities must treat both jurisdictions as a single insolvency risk zone. An action taken in Warsaw can trigger liability in Bucharest within days, not months.
Who is affected – and what are the thresholds?
The Recast EIR applies to any debtor whose COMI is in an EU member state. For corporate groups, COMI is presumed to be at the registered office – but that presumption is rebuttable if management decisions are demonstrably taken elsewhere. A Romanian subsidiary whose board meetings, bank accounts, and key contracts are all managed from Warsaw risks having its COMI relocated to Poland by a Polish court. That relocation triggers Polish insolvency law over the subsidiary's entire estate, including Romanian assets.
Board liability is the sharpest threshold. Under Polish corporate legislation, directors must file for insolvency within 30 days of the company becoming insolvent. Missing that deadline triggers personal liability for the full amount of unsatisfied creditor claims – an irreversible consequence that no subsequent restructuring can undo. Romanian law sets a comparable 30-day filing obligation. Where a single director serves on boards in both countries, both clocks run simultaneously from the moment each entity meets its respective insolvency test.
- Groups with Polish parent and Romanian operating subsidiary – COMI risk is highest.
- Companies with intercompany loans exceeding EUR 500,000 between Polish and Romanian entities.
- Businesses where Romanian assets represent more than 20% of consolidated group value.
- Directors holding dual mandates in Warsaw and Bucharest simultaneously.
- Any entity that completed an asset transfer between Polish and Romanian affiliates in the past three years.
We secured a reversal of a personal liability finding against a dual-mandate director for a logistics client in the Mazowieckie region (autumn 2025). The key was demonstrating that the Romanian subsidiary's COMI had not shifted to Poland – a factual argument requiring contemporaneous board minutes, local bank records, and Romanian counsel coordination.
What must boards do – and by when?
Speed forecloses options. Once main proceedings open in either jurisdiction, the automatic stay under the Recast EIR takes effect immediately. Secondary proceedings in the other country can open within 30 days of the main-proceedings notice. After that window closes, local creditors lose the right to demand secondary proceedings – but they retain individual enforcement rights against assets outside the main estate. Boards that wait for a formal demand before acting typically find that the most valuable restructuring tools – pre-pack sales, protective compositions, and debt-for-equity conversions – are already unavailable.
The immediate action list has three tiers. First, within 14 days of any liquidity stress event, commission a dual-jurisdiction COMI analysis. This is not a theoretical exercise. It determines which court opens proceedings, which law governs avoidance actions, and which administrator controls the estate. Second, within 30 days, file in whichever jurisdiction the insolvency test is met – Polish or Romanian law, whichever triggers first. Third, coordinate with Romanian counsel before any filing, because a Polish main-proceedings notice published without Romanian coordination can trigger unplanned secondary proceedings in Bucharest that fragment the asset pool.
For groups considering a pre-pack sale – a structured disposal of the business as a going concern before formal insolvency – the window is even tighter. Polish restructuring law permits pre-pack arrangements if the motion is filed before the insolvency petition. Romanian law requires court approval of any pre-insolvency sale within 45 days of the arrangement being agreed. Missing either deadline forfeits the pre-pack option entirely. For cross-border guidance on comparable structures in other jurisdictions, the firm's restructuring practice covering the United States sets out how pre-pack mechanics operate outside the EU framework.
White-collar defence considerations arise where delayed filing is later characterised as fraudulent trading. Both Polish and Romanian criminal codes treat deliberate insolvency delay as a criminal offence. Directors who can demonstrate a structured, documented response – COMI analysis, legal advice, creditor notification – significantly reduce that exposure. We obtained interim protective measures for a technology group in Lower Silesia (spring 2026) by presenting a documented 14-day response timeline that rebutted a fraudulent-trading allegation before it reached the prosecutor's office.
For groups with Romanian operations that also face KSeF compliance obligations, the interaction between tax-compliance defaults and insolvency triggers is addressed in the firm's alert on KSeF deadline timelines for companies in Romania. Groups managing parallel Poland-Ukraine insolvency exposure should review the firm's analysis of cross-border insolvency involving Poland and Ukraine, which addresses COMI disputes under a non-EU framework.
What to prepare now:
- Board resolutions and minutes for all Polish and Romanian entities – last 36 months.
- Intercompany loan agreements and repayment schedules.
- Romanian ONRC filings and local bank account statements.
- Any asset transfer documentation between Polish and Romanian affiliates since 2022.
Specific circumstances in cross-border insolvency determine whether a group retains restructuring options or faces irreversible fragmentation of its asset base. Acting within the 14-day assessment window preserves choices that disappear once proceedings open.
To discuss how the Recast EIR applies to your group's Poland-Romania exposure, email info@kordeckipartners.com. Our restructuring team will map COMI risk, identify filing deadlines, and coordinate with Romanian counsel within 48 hours of instruction.
Frequently asked questions
Q: Can a Polish court open insolvency proceedings over a Romanian subsidiary?
A: Yes, if the subsidiary's Centre of Main Interests is determined to be in Poland. The Recast EIR presumes COMI is at the registered office, but Polish courts can rebut that presumption where management, banking, and contractual activity are demonstrably concentrated in Warsaw. If COMI shifts to Poland, Polish insolvency law governs the entire estate, including Romanian assets. The analysis must be completed before any filing, because COMI relocation after proceedings open is procedurally contested and costly.
Q: How long does recognition of Polish insolvency proceedings take in Romania?
A: Under the Recast EIR, recognition is automatic – no separate Romanian court order is required. The Polish main-proceedings notice published on the e-Justice Portal is enforceable in Romania immediately. Romanian courts may open secondary proceedings within 30 days of that publication if a creditor or administrator requests them. Practical coordination with Romanian counsel should begin before the Polish filing, not after, to manage the secondary-proceedings window.
Q: Is a pre-pack sale available in a Poland-Romania cross-border insolvency?
A: Pre-pack structures are available under both Polish and Romanian law, but the timelines are strict and non-aligned. Polish law requires the pre-pack motion to be filed simultaneously with or before the insolvency petition. Romanian law imposes a separate 45-day approval window. A cross-border pre-pack therefore requires parallel preparation in both jurisdictions from the outset. Groups that begin pre-pack planning only after the insolvency petition is filed typically find that one or both windows have already closed.
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 navigating multi-jurisdictional insolvency risk, COMI disputes, and pre-pack transactions. 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.