A Slovak manufacturing company with a Polish subsidiary discovers that both entities are technically insolvent. The Slovak parent has already filed in Bratislava. The Polish subsidiary – employing 60 people in Silesia – has not filed anywhere. The board members of the Polish entity are now personally exposed, and the window to act is closing fast.
Cross-border insolvency involving Poland and Slovakia is governed primarily by EU Regulation 2015/848 on insolvency proceedings (the Recast Insolvency Regulation), which applies in both countries as EU member states. Polish insolvency law requires the board of a Polish company to file for insolvency within 30 days of the entity meeting the statutory insolvency test. Where the debtor has operations in both Poland and Slovakia, the regulation determines which court has jurisdiction over the main proceedings and which handles secondary proceedings in the other state.
This guide walks through the step-by-step procedure, explains how jurisdiction is allocated between Warsaw and Bratislava, identifies the most common mistakes boards make in cross-border situations, and sets out what foreign investors should prepare before a crisis hits. Three business scenarios illustrate how the rules apply in practice.
How does EU insolvency law allocate jurisdiction between Poland and Slovakia?
The Recast Insolvency Regulation assigns primary jurisdiction to the courts of the country where the debtor has its Centre of Main Interests (COMI). COMI is presumed to be the registered office, but that presumption can be rebutted. In practice, courts look at where management decisions are actually made, where the main bank accounts are held, and where creditors perceive the debtor to be based. A Slovak company that runs its operational management from Warsaw may find that Polish courts claim jurisdiction over the main proceedings.
Once main proceedings open in one state, secondary proceedings can be opened in the other. Secondary proceedings are territorial – they cover only assets located in that state. For a Slovak parent with a Polish subsidiary, this typically means main proceedings in Slovakia and secondary proceedings before the District Court in Poland (the sąd rejonowy, District Court), which is the court of first instance for insolvency matters. The National Court Register (KRS) records the opening of Polish proceedings and notifies the European insolvency register within three working days.
COMI disputes are expensive and slow. We have seen cases where a debtor's management argued for Slovak COMI to avoid Polish pre-pack rules, only to lose the argument six months later after burning through restructuring options. The safer approach is to assess COMI objectively before any filing – not after.
- Identify where board meetings are held and minuted
- Map the location of key creditors and their expectations
- Check where bank accounts and payroll are managed
- Review any intercompany agreements that indicate operational control
- Obtain a legal opinion on COMI before the first filing anywhere
What is the step-by-step filing procedure for a Polish entity in a cross-border case?
The 30-day filing deadline under Polish insolvency law runs from the date the debtor meets the insolvency test – either balance-sheet insolvency (liabilities exceed assets for more than 24 months) or cash-flow insolvency (the debtor cannot pay due debts). Missing this deadline triggers personal liability of board members for unsatisfied creditor claims. That liability does not disappear when main proceedings open in Slovakia. The Polish obligation runs independently.
Step one is the insolvency assessment. The board commissions a financial advisor to confirm the insolvency date. This is critical: the clock starts from that date, not from when the board becomes aware. Step two is filing with the competent District Court in Poland – typically the court for the registered office. The filing fee is PLN 1,000 for a standard petition. Step three is the appointment of a syndyk (insolvency administrator) by the court, usually within two weeks of filing. The administrator takes control of the estate and notifies the Slovak administrator if main proceedings are already open there.
Step four involves coordination between the two administrators. The Recast Insolvency Regulation imposes a duty of cooperation: administrators in main and secondary proceedings must share information and coordinate asset realisations. In Poland-Slovakia cases, this cooperation is typically conducted in English or through bilingual correspondence. The Polish Financial Supervision Authority (KNF) must be notified separately if the debtor holds a regulated licence.
We secured the appointment of an emergency administrator for a Silesian logistics subsidiary within 11 days of filing, protecting assets worth over PLN 8m for a Slovak parent group (winter 2025). The speed of action prevented a competing creditor from obtaining enforcement measures that would have fragmented the estate.
What are the most common mistakes boards make in Poland-Slovakia insolvency cases?
The single most damaging mistake is delay. Board members often wait for the Slovak parent's restructuring plan to crystallise before taking any action on the Polish side. That wait can consume the entire 30-day window. Personal liability then attaches – and it is not mitigated by the fact that the parent was attempting a rescue. Polish insolvency law does not recognise a "waiting for the parent" defence.
The second common error is treating the Polish subsidiary as an administrative afterthought. Boards sometimes assume that main proceedings in Slovakia will automatically stay Polish creditor actions. They will not – not until a Polish court formally recognises the Slovak proceedings or opens secondary proceedings. Creditors can obtain enforcement attachments against Polish assets in the interim. The window between the Slovak filing and the Polish court's recognition can be two to four weeks.
A third mistake involves intercompany claims. Slovak parents frequently hold large receivables against Polish subsidiaries. In insolvency, those receivables may be subordinated or challenged as transactions at an undervalue. Filing them correctly in the Polish proceedings – within the statutory creditor notification period of one month from the announcement in the Court and Commercial Gazette (Monitor Sądowy i Gospodarczy) – is non-negotiable. Missing that deadline forfeits the claim entirely.
Board members facing personal exposure in cross-border cases should also review their D&O insurance position early. The interaction between Slovak and Polish liability rules creates gaps that standard policies do not always cover. For a detailed analysis of director coverage in Polish proceedings, see our article on D&O insurance coverage for Polish directors.
How do three business scenarios play out under Polish-Slovak insolvency rules?
Scenario one: a Slovak IT company with a Polish software development subsidiary. The parent files in Bratislava under Slovak restructuring law. The Polish entity has its own creditors – primarily employment claims and a lease. COMI is clearly in Slovakia. Secondary proceedings open in Poland within three weeks of the Slovak filing. The Polish administrator realises the lease and distributes proceeds to local creditors first, remitting the surplus to the Slovak main estate. Timeline: approximately four to six months to close the Polish secondary proceedings.
Scenario two: a Polish manufacturing group with a Slovak sales subsidiary. The Polish parent is insolvent; the Slovak subsidiary is solvent but has intercompany debts. Main proceedings open in Warsaw. The Slovak subsidiary is not itself insolvent, so no Slovak proceedings open. The Polish administrator pursues the intercompany receivable through Slovak civil courts. This is slower – Slovak enforcement typically takes six to twelve months – and the Slovak subsidiary may contest the claim. Coordinating this cross-border debt recovery requires practitioners in both jurisdictions working from a shared strategy.
Scenario three: a joint venture with operations in both countries and genuinely ambiguous COMI. Both the Polish District Court and the Slovak court claim jurisdiction. This is the most complex situation. The Recast Insolvency Regulation provides that the court first seised has priority if COMI is disputed. A race to file in the more favourable jurisdiction is common. For Slovak subsidiaries operating in Poland, understanding the compliance obligations that arise before insolvency is equally important – see our guide on compliance programme design for Slovakia subsidiaries in Poland.
We obtained a stay of enforcement proceedings protecting a Małopolska manufacturing plant for a Slovak investor group, allowing a pre-pack sale to complete within 45 days (spring 2026). The pre-pack structure preserved 38 jobs and avoided a contested liquidation.
For boards facing potential white-collar exposure arising from delayed filings, the interaction between insolvency obligations and criminal liability under the Kodeks karny skarbowy (Fiscal Penal Code, KKS) deserves separate analysis. Our article on fiscal criminal defence strategy for board members addresses that exposure directly.
What to prepare before a cross-border insolvency filing:
- A current balance sheet and cash-flow projection confirming the insolvency date
- A COMI analysis covering both the Polish and Slovak entities
- A list of all creditors in both jurisdictions with claim amounts and due dates
- Board resolutions authorising the filing and appointing legal counsel
- Copies of all intercompany agreements and a summary of intercompany balances
Specific cross-border situations carry risks that do not appear on the surface. Failing to file in Poland while awaiting a Slovak restructuring outcome is one of the most common – and most expensive – errors we see. To receive an expert assessment of your board's position in a Poland-Slovakia insolvency scenario, contact info@kordeckipartners.com.
Frequently asked questions
Q: If the Slovak parent is in restructuring, does the Polish subsidiary automatically benefit from a moratorium?
A: No. A Slovak moratorium does not automatically extend to a Polish subsidiary. The Polish entity is a separate legal person. Creditors of the Polish subsidiary can pursue enforcement in Poland unless and until a Polish court grants its own stay or opens secondary insolvency proceedings. The board of the Polish entity must take independent action within the 30-day window to avoid personal liability.
Q: How long does a cross-border insolvency case involving Poland and Slovakia typically take?
A: Secondary proceedings in Poland, where the main estate is in Slovakia, can close in four to eight months if assets are limited and creditor claims are uncontested. Main proceedings in Poland are longer – typically 18 to 36 months for a mid-size company. COMI disputes add three to six months at the outset. Pre-pack structures, where available, can compress the timeline significantly.
Q: Is a pre-pack sale available in Polish insolvency proceedings?
A: Yes. Polish restructuring law introduced a pre-pack mechanism (the przygotowana likwidacja, or prepared liquidation) that allows a buyer to be identified before filing and the sale to complete within weeks of the court order. The purchase price must reflect market value, and the court appoints an independent reviewer. Pre-pack is particularly useful in cross-border cases where speed is needed to preserve going-concern value before the Slovak main proceedings affect the Polish subsidiary's commercial relationships.
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 managing multi-jurisdictional distress situations. 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.