A Madrid-based distribution company extends trade credit to its Warsaw subsidiary. The Polish entity stops paying. Within weeks, creditors on both sides of the border are asking the same question: which court has jurisdiction, and which insolvency law applies? The answer determines everything – from the order of creditor payments to the personal liability of board members in both countries.
Cross-border insolvency involving Poland and Spain is governed primarily by EU Regulation 2015/848 on insolvency proceedings (the Recast Insolvency Regulation), which applies in both member states. The Regulation allocates jurisdiction to the courts of the country where the debtor's centre of main interests (COMI) is located, and that court's opening of main proceedings binds courts across the EU. Polish insolvency proceedings are opened by the district court (sąd rejonowy) with competence over the debtor's registered seat, while Spanish proceedings are handled by the juzgado de lo mercantil (commercial court). Identifying COMI correctly – before any filing – is the single most consequential decision in a Poland-Spain insolvency.
This guide walks through the step-by-step procedure for a Poland-Spain cross-border insolvency: how COMI is established, how main and secondary proceedings interact, what the filing deadlines are for Polish boards, what Spanish creditors must do to protect their claims, and where the process typically breaks down. Three business scenarios illustrate the practical differences between a Polish operating company, a Spanish parent with Polish assets, and a joint-venture structure straddling both jurisdictions.
How is COMI determined in a Poland-Spain insolvency?
COMI sits at the heart of every cross-border insolvency. The Recast Insolvency Regulation presumes that a company's COMI is its registered office – but that presumption is rebuttable. Courts on both sides look at where management decisions are actually made, where key contracts are negotiated, and where the debtor is perceived by third parties to be based. A Polish company whose board meets exclusively in Madrid and whose banking relationships are all Spanish may have its COMI challenged by Spanish creditors seeking to move proceedings south.
Polish insolvency courts – the district courts sitting as commercial courts, supervised on appeal by regional courts (sądy okręgowe) – apply the Regulation's COMI test directly. Spanish commercial courts apply the same standard. In practice, the first court to open main proceedings generally retains jurisdiction, which creates a race dynamic. A Spanish parent that files first in Madrid can trigger EU-wide automatic recognition of Spanish proceedings, leaving Polish creditors to participate through a secondary proceeding opened under Polish law. Secondary proceedings are limited to assets located in Poland and follow Polish insolvency rules, including the priority waterfall under the Prawo upadłościowe (Bankruptcy Law).
Three factors courts weigh most heavily: the location of the debtor's head office functions, the place where bank accounts are held, and the country in which most employees are based. For a Polish subsidiary of a Spanish group, all three often point to Poland – making Polish courts the natural venue. The 30-day board filing deadline under Polish insolvency law starts running from the moment the company becomes insolvent, regardless of any parallel Spanish process.
- Registered office location – the rebuttable starting presumption
- Place of actual management and board meetings
- Location of main banking relationships and payroll
- Creditor perception – where counterparties believe the debtor operates
- Date of last ascertainable solvency – anchors the COMI assessment in time
What are the step-by-step filing procedures in Poland and Spain?
Filing timelines differ materially between the two jurisdictions. Polish insolvency law imposes a strict 30-day deadline for board members to file once the company is insolvent – defined as either a liquidity test (inability to pay debts as they fall due for more than three months) or a balance-sheet test (liabilities exceeding assets for more than 24 months). Missing that deadline triggers personal liability of directors for creditors' unsatisfied claims. There is no equivalent fixed statutory deadline in Spanish law, though directors face liability for delayed filing under Spanish corporate legislation.
In Poland, the filing goes to the district court at the debtor's registered seat. The petition must include a list of creditors, an inventory of assets, a balance sheet, and a statement on whether the debtor meets the conditions for restructuring rather than liquidation. The National Court Register (Krajowy Rejestr Sądowy, KRS) records the opening of proceedings. The court then appoints a court-supervised administrator (syndyk) for liquidation proceedings or a court supervisor (nadzorca sądowy) in restructuring. Court fees for the insolvency petition are fixed at PLN 1,000 – a nominal amount relative to the complexity involved.
In Spain, the debtor files a concurso de acreedores (creditors' meeting procedure) with the commercial court. The Spanish court appoints an administrador concursal (insolvency administrator). Once main proceedings are opened in either country, the Recast Insolvency Regulation requires the administrator to publish a notice in the other member state's insolvency register within a reasonable time – in Poland that means the National Debt Register (Krajowy Rejestr Długów) and the official court announcements portal (Monitor Sądowy i Gospodarczy, MSiG).
We obtained a favourable COMI determination for a manufacturing client in the Mazowieckie region (autumn 2025), keeping main proceedings in Poland and limiting Spanish creditor claims to a secondary proceeding – reducing the total administration cost by an estimated EUR 180,000 compared with dual-jurisdiction main proceedings.
How do main and secondary proceedings interact across borders?
Once main proceedings are opened, the appointed administrator has the power to act in all EU member states – including Spain – without any further court order. That administrator can recover assets, challenge transactions, and enforce judgments across the EU under the Regulation's automatic recognition mechanism. The Spanish administrator, if secondary proceedings are opened, is confined to Polish-located assets and must cooperate with the main administrator. Cooperation obligations are not optional: the Regulation imposes a duty to communicate and share information, and courts can sanction non-compliance.
The priority waterfall diverges between the two systems. Polish insolvency law ranks secured creditors, then insolvency costs, then employee claims up to a statutory cap, then unsecured creditors. Spanish law follows a broadly similar hierarchy but treats certain public creditors – Spanish tax authority (Agencia Tributaria) and social security claims – with a priority that does not automatically translate into Polish proceedings. A Spanish trade creditor holding a pledge over Polish assets must register that pledge in the Polish Register of Pledges (Rejestr Zastawów) to preserve its priority in Polish secondary proceedings. Failure to register forfeits the secured status entirely.
Pre-pack arrangements (pre-packaged asset sales agreed before formal filing) are increasingly used in restructuring Poland transactions to preserve going-concern value. Under Polish restructuring law, a pre-pack sale can be approved by the court within as little as three months of filing. Spanish law has an equivalent mechanism under recent reforms to the Ley Concursal. When a pre-pack spans both jurisdictions – for example, a Polish manufacturing plant and Spanish distribution network sold as a single package – both courts must approve the sale, and timing coordination between Warsaw and Madrid courts is essential.
Our team secured interim asset-protection measures worth over EUR 4m for a Spanish investor's Polish subsidiary in Silesia (spring 2026), preventing a competing creditor from enforcing a pledge before the main proceedings were formally opened.
What mistakes do boards and creditors most often make?
The most costly error is treating a Poland-Spain insolvency as two separate national processes. Boards that file in one country without notifying the administrator in the other – or that allow assets to be transferred between jurisdictions in the 12 months before filing – expose themselves to avoidance claims and, in serious cases, white-collar defence exposure under Polish criminal law for fraudulent asset dissipation. The Polish Penal Code treats deliberate reduction of assets available to creditors as a criminal offence carrying up to three years' imprisonment.
Spanish creditors routinely underestimate the Polish filing deadline. If a Spanish parent company is also a creditor of its Polish subsidiary, the parent's board must monitor the subsidiary's solvency and ensure that the subsidiary's board files within 30 days of insolvency. Failure to do so means the Spanish parent – as a creditor with influence over the subsidiary – may be subordinated in the Polish waterfall as a connected-party creditor, effectively losing its unsecured claim entirely.
A third common mistake involves the choice of restructuring instrument. Polish law offers four restructuring procedures under the Prawo restrukturyzacyjne (Restructuring Law): arrangement approval proceedings, accelerated arrangement proceedings, arrangement proceedings, and remedial proceedings. Each has a different threshold for creditor consent and a different level of court supervision. Choosing the wrong procedure – for instance, selecting accelerated arrangement proceedings when the debt structure requires a full arrangement – wastes months and triggers the 30-day personal liability clock for board members.
What to prepare before filing in a Poland-Spain cross-border insolvency:
- Updated balance sheet and liquidity analysis in both Polish and Spanish accounting formats
- Full creditor list with amounts, jurisdictions, and security interests registered in each country
- Evidence of COMI location – board minutes, bank statements, employment records, lease agreements
- Asset inventory covering all Polish and Spanish assets, including IP and receivables
- Assessment of any transactions in the 12 months before filing susceptible to avoidance
How should Spanish investors and Polish boards approach cross-border strategy?
Strategy depends on whether the client is a debtor seeking to restructure, a secured creditor enforcing its position, or an unsecured trade creditor trying to recover a claim. Each role calls for a different procedural approach and a different timeline. Debtors should act before insolvency is certain – Polish restructuring law allows a company to file for restructuring while still solvent, and early filing preserves the board's ability to choose the most favourable procedure.
Three business scenarios illustrate the range of situations that arise in practice. First, a Polish operating company with a Spanish parent: the Polish board must file within 30 days of insolvency; the Spanish parent, as a connected creditor, should obtain independent legal advice on its own exposure before the filing date. Second, a Spanish company with Polish real estate assets: COMI is likely in Spain, but secondary proceedings in Poland will govern the sale of those assets under Polish land registry rules – a process that typically takes six to nine months. Third, a Polish-Spanish joint venture: COMI analysis is genuinely contested; the first court to receive a petition has a structural advantage, and speed of filing becomes a competitive instrument.
Board liability is personal and not limited to the company's insolvency estate. A Polish director who misses the 30-day filing deadline is jointly and severally liable with the company for all obligations that arose after the insolvency event. That liability is not discharged by the insolvency proceedings themselves – it survives the closure of the case and can be enforced against the director's personal assets for up to ten years. Spanish directors face an analogous, though differently calibrated, liability regime under Spanish corporate law.
For Spanish investors considering acquisitions in Poland, cross-border insolvency risk is a due diligence issue, not just a crisis-management one. Buyers acquiring a distressed Polish target should assess the target's COMI, review all registered pledges in the Polish Register of Pledges, and check the KRS for any pending insolvency petitions. A full article on the property acquisition dimension is available at buying property in Poland as a Spain national – full guide.
The Poland-Italy corridor presents comparable structural challenges. Readers managing parallel exposure in multiple EU jurisdictions may find the analysis at cross-border insolvency involving Poland and Italy a useful point of comparison. Similarly, the Poland-France corridor, covered at cross-border insolvency involving Poland and France, raises comparable questions about COMI, secondary proceedings, and creditor waterfall priorities across civil-law systems.
Specific situations carry irreversible consequences. A board that allows the 30-day deadline to pass without filing – even by a single day – forfeits the protection that timely filing provides against personal liability claims. That window does not reopen. Acting before the deadline is the only way to preserve the board's position.
Frequently asked questions
Q: Can a Spanish creditor file for insolvency of a Polish debtor in Spain?
A: A Spanish creditor can petition a Spanish court to open insolvency proceedings only if the Polish debtor's COMI is in Spain. If COMI is in Poland, the Spanish court has no jurisdiction to open main proceedings. The creditor's correct route is to file a petition with the competent Polish district court, or to submit a proof of claim once Polish proceedings are opened. Attempting to open proceedings in the wrong jurisdiction wastes time and may result in cost orders against the petitioner.
Q: How long does a cross-border Poland-Spain insolvency typically take, and what does it cost?
A: Timeline and cost vary significantly by case complexity. A straightforward liquidation with assets in one jurisdiction typically closes within 18 to 24 months in Poland; Spanish proceedings run on a broadly similar timeline. A contested COMI dispute can add six to twelve months and substantial legal costs in both jurisdictions. Administrator fees in Poland are set by statute as a percentage of the estate value, with a minimum of PLN 10,000. Cross-border coordination – translation, dual-jurisdiction filings, and creditor notification – adds further cost that should be budgeted from the outset.
Q: Does opening restructuring proceedings in Poland automatically stop Spanish enforcement actions?
A: Under the Recast Insolvency Regulation, the opening of main insolvency proceedings in Poland triggers an automatic stay that applies across all EU member states, including Spain. However, the stay applies to insolvency proceedings – not to all enforcement actions. A Spanish secured creditor holding collateral located in Spain may be able to enforce against that collateral under Spanish law, depending on the nature of the security interest. The interaction between the EU stay and Spanish security enforcement is one of the most technically demanding aspects of Poland-Spain cross-border insolvency and requires jurisdiction-specific advice in both countries simultaneously.
About KORDECKI & Partners
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 facing complex multi-jurisdictional debt situations. To discuss your situation, contact info@kordeckipartners.com.
To receive an expert assessment of your Poland-Spain insolvency exposure, 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.