A Swedish technology company with a Warsaw subsidiary has stopped paying its Polish suppliers. The parent entity in Stockholm is entering företagsrekonstruktion (Swedish company reconstruction) proceedings. Meanwhile, the Polish subsidiary's board has received a demand letter from a major creditor threatening enforcement. Two jurisdictions. Two insolvency regimes. One company group – and a countdown already running.
Cross-border insolvency involving Poland and Sweden is governed primarily by EU Regulation 2015/848 on insolvency proceedings (the EIR Recast), which determines which court opens the main proceedings based on the debtor's centre of main interests (COMI). Poland's Prawo restrukturyzacyjne (Restructuring Law) and Prawo upadłościowe (Bankruptcy Law) apply to Polish entities, while Swedish proceedings follow konkurslagen (the Bankruptcy Act) and the reconstruction framework. Coordination between the two systems is possible but requires active legal management on both sides.
This guide walks through the step-by-step procedure for Poland-Sweden cross-border insolvency cases: COMI determination, parallel proceedings, board liability exposure, pre-pack options, and the most common mistakes that increase personal risk for directors. Three business scenarios illustrate how the rules apply in practice.
How does COMI determine where proceedings open?
COMI is the single most important concept in any Poland-Sweden insolvency matter. The court that opens main proceedings has jurisdiction over the debtor's entire European asset base. Secondary proceedings can be opened in any other EU member state where the debtor has an establishment – but they are limited to assets located in that state. Under the EIR Recast, COMI is presumed to be at the registered office unless evidence shows otherwise.
For Swedish parent companies, COMI will almost always be in Sweden. The Polish subsidiary is a separate legal entity with its own COMI in Poland, registered with the National Court Register (KRS). This distinction matters enormously. A Swedish insolvency administrator cannot automatically seize Polish assets held by a legally separate Polish subsidiary. Creditors sometimes overlook this, expecting the Swedish main proceedings to sweep in Polish assets automatically.
The Polish District Court (Sąd Rejonowy) – functioning as the insolvency court – is competent to open Polish proceedings for a Polish entity. The Polish Financial Supervision Authority (KNF) becomes relevant if the Polish entity is a regulated financial institution. The Office of Competition and Consumer Protection (UOKiK) may engage where the insolvency intersects with market concentration concerns. For an ordinary trading company, however, the KRS registration and the company's actual management location are the two decisive COMI factors, and courts have assessed these within 30 days of filing in recent cases.
COMI can be challenged. If a Polish subsidiary moved its registered office to Warsaw from Gdańsk six weeks before filing, a creditor may argue the move was artificial. Courts apply a 3-month lookback period for registered office changes and a 6-month lookback for COMI shifts more broadly. Document your governance carefully before any restructuring step.
What are the step-by-step procedures on the Polish side?
Polish restructuring law offers four distinct procedures. The choice between them determines timeline, cost, and the degree of court supervision. For a company group with a Swedish parent in reconstruction, the sanacja (remedial proceedings) or układ częściowy (partial arrangement) routes are usually most relevant, because they allow the Polish entity to restructure independently while coordinating with Swedish administrators.
We secured a reversal of enforcement measures protecting assets worth over PLN 3.5m for a manufacturing client in the Mazowieckie region (autumn 2025). The client had delayed filing by four weeks, creating personal liability exposure for two board members. Early filing changed the outcome entirely.
The core steps on the Polish side run as follows:
- Board resolution to file – must reflect the date insolvency was established
- Filing at the competent District Court – within 30 days of insolvency onset
- Court appointment of a supervisor or administrator – typically within 2 weeks of filing
- Creditor notification and claims registration – creditors have 30 days to file claims
- Arrangement vote or liquidation decision – usually within 3 to 12 months depending on procedure
The 30-day filing deadline is not discretionary. Board members who miss it face personal liability for creditor losses arising after the deadline passed – a direct consequence that cannot be undone retroactively. In insolvency proceedings, the Polish court will examine board conduct from the moment the company became insolvent, not merely from the filing date.
Costs vary by procedure. Postępowanie o zatwierdzenie układu (arrangement approval proceedings) – the lightest-touch route – can cost as little as PLN 15,000 in court fees for smaller entities. Sanacja proceedings for a mid-size company typically involve PLN 50,000 to PLN 200,000 in administrator fees over the first six months, depending on asset complexity.
How do Polish and Swedish proceedings coordinate in practice?
The EIR Recast imposes a duty of cooperation and communication on insolvency practitioners and courts across member states. In practice, this means the Swedish reconstruction administrator and the Polish court-appointed supervisor must share information, coordinate asset sales, and avoid conflicting decisions on shared group liabilities. The duty exists on paper. Making it work requires proactive legal coordination, not passive compliance.
Our team obtained interim measures protecting assets worth over EUR 2m for a Swedish investor's subsidiary in Lower Silesia (spring 2026). The Swedish parent was in företagsrekonstruktion and the Polish administrator had not yet been notified. A three-day gap in communication had allowed a creditor to register enforcement. Swift coordination between Warsaw and Stockholm counsel resolved the conflict within two weeks.
Three coordination mechanisms matter most in Poland-Sweden cases. First, automatic recognition: Polish courts must recognise Swedish main proceedings opened under the EIR Recast without a separate exequatur procedure. Recognition is effective from the date of opening, not the date of notification. Second, the stay of enforcement: once Swedish main proceedings open, enforcement against the debtor's assets in Poland is automatically stayed – but only for assets of the entity that is the subject of those proceedings, not its separate Polish subsidiary. Third, secondary proceedings: a Polish creditor can request secondary proceedings in Poland if the Swedish entity has an establishment here, which limits the Swedish administrator's reach to assets outside Poland.
For a Swedish parent with a Polish subsidiary, the practical question is whether to run the two proceedings in parallel or to seek a group coordination procedure under Chapter V of the EIR Recast. Group coordination is rarely used but valuable where the group's assets and liabilities are deeply intertwined. The coordination order is issued by the court first seized, and a coordination practitioner is appointed to propose a coordination plan. Timeline: expect 6 to 18 months for a coordinated group procedure of moderate complexity.
For guidance on how similar mechanics operate in the Baltic context, see our analysis of cross-border insolvency involving Poland and Lithuania.
What board liability and white-collar risks arise for directors?
Board liability in Polish insolvency law is personal, direct, and not capped by statute. A director who fails to file within 30 days of the company becoming insolvent is liable for the full amount of creditor claims that cannot be satisfied from company assets. The burden of proof shifts to the director: they must show either that filing was timely, that a restructuring procedure was opened in time, or that the delay caused no damage to creditors. That is a difficult standard to meet.
White-collar defence exposure arises in parallel. Under Polish criminal law, a director who deliberately causes the company's insolvency, hides assets, or preferentially satisfies selected creditors faces criminal liability carrying custodial sentences of up to 8 years in the most serious cases. Swedish directors of a Polish subsidiary are not exempt simply because they are foreign nationals. Polish criminal jurisdiction applies to acts committed on Polish territory or affecting Polish creditors.
Three scenarios increase personal risk sharply:
- Delaying filing while hoping the Swedish parent's reconstruction succeeds
- Transferring assets to the parent or related entities without market-value consideration
- Continuing to incur obligations (supplier contracts, employee wages) after the insolvency threshold was crossed
Pre-pack insolvency – a structured asset sale agreed before formal proceedings open – can protect value and reduce personal exposure, but only if implemented correctly. A pre-pack that looks like a preferential transfer will be challenged by the administrator and may trigger criminal referral. Timing and documentation are everything. For a comparative view on pre-pack mechanics in another EU context, see our guide on cross-border insolvency involving Poland and Italy.
What to prepare: checklist and common mistakes
Preparation before filing reduces cost, protects directors, and improves creditor outcomes. The most common mistake in Poland-Sweden cases is assuming the Swedish proceedings will automatically protect the Polish entity. They will not. A separate Polish filing or restructuring application is almost always required for the Polish subsidiary.
The second most common mistake is failing to notify Swedish counsel of Polish enforcement actions in time. Polish bailiffs (komornik) can move quickly. A creditor holding a Polish enforcement title can begin attachment proceedings within days of obtaining it. If the Swedish administrator is unaware, coordination breaks down and assets are lost.
What to prepare before filing in Poland:
- Board resolution documenting the date of insolvency onset and the decision to file
- Up-to-date list of all creditors, claims, and enforcement actions in both jurisdictions
- Valuation of Polish assets (real estate, receivables, IP, inventory)
- Evidence of COMI location – management minutes, bank account location, key staff location
For Swedish-owned Polish entities, add one further item: a legal opinion confirming whether the Polish entity qualifies as an "establishment" of the Swedish parent under the EIR Recast. If it does, the Swedish administrator has standing to participate in Polish proceedings. If it does not, the two procedures are fully independent. That distinction shapes the entire strategy.
For IT sector companies dealing with cross-border IP and technology assets alongside insolvency risk, our article on IP protection strategy for Sweden tech companies in Poland addresses how to ring-fence intellectual property before proceedings open.
The three business scenarios that most frequently arise in restructuring Poland advisory work are: (1) a Swedish manufacturing group with a Polish production subsidiary and secured bank debt in both countries; (2) a Swedish IT company with Polish software development staff and IP registered in Poland; and (3) a Swedish private equity-owned retailer with Polish operating entities and a Swedish holding structure. Each scenario presents different COMI risks, different asset protection priorities, and different timelines for board action.
Specific situation of your company requires immediate assessment. Delay forfeits the protections that timely filing provides – and those protections cannot be recovered once the 30-day window closes.
If your company or its subsidiary faces insolvency risk in Poland with a Swedish parent or counterparty involved, we will assess COMI, map personal liability exposure, and identify the fastest available restructuring route: info@kordeckipartners.com.
Frequently asked questions
Q: Does opening Swedish reconstruction proceedings automatically protect the Polish subsidiary from creditor enforcement?
A: No. Swedish företagsrekonstruktion proceedings protect only the Swedish entity that is their subject. A legally separate Polish subsidiary must seek its own protection under Polish restructuring law. Without a Polish filing, Polish creditors can pursue enforcement against Polish assets regardless of what is happening in Stockholm. The 30-day deadline for filing applies independently to the Polish entity's board.
Q: How long does a coordinated Poland-Sweden insolvency procedure typically take, and what does it cost?
A: Timeline depends on the procedure chosen. A Polish arrangement approval procedure for a smaller entity can conclude in 3 to 6 months. Full sanacja proceedings run 12 to 24 months in contested cases. Group coordination under the EIR Recast adds 6 to 18 months. Polish court fees range from PLN 15,000 for lighter procedures to PLN 200,000 or more for complex sanacja. Swedish reconstruction costs are governed by Swedish law and are separate. Budgeting both sides together from day one avoids surprises.
Q: Can a Swedish director of a Polish subsidiary be held personally liable under Polish law?
A: Yes. Polish board liability rules apply to all members of the management board of a Polish entity, regardless of nationality or residence. A Swedish national serving as a board member of a Polish limited liability company (spółka z ograniczoną odpowiedzialnością, sp. z o.o.) is subject to the same 30-day filing obligation and the same personal liability for breach. Criminal liability under Polish law also extends to foreign nationals where the relevant conduct occurred in Poland or affected Polish creditors.
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 restructuring, cross-border insolvency, and white-collar defence. 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.