A Zurich-based trading company holds receivables from a Polish distributor that has just filed for insolvency before the District Court in Warsaw. The Swiss parent wants to know whether Polish proceedings will affect its assets in Switzerland – and whether its Polish subsidiary's board faces personal liability for delayed filing. Two legal systems, one crisis.
Cross-border insolvency involving Poland and Switzerland is governed by a patchwork of rules: Polish insolvency law applies to proceedings opened in Poland, Swiss debt enforcement law governs Swiss-side recognition, and no bilateral treaty links the two countries. A Polish court may open main proceedings if the debtor's centre of main interests (COMI) is in Poland, with effects extending to assets abroad in principle. Swiss courts decide independently whether to recognise those proceedings, typically requiring a reciprocity analysis and a local Swiss procedure to protect Swiss creditors.
This guide walks through the step-by-step procedure, key deadlines, costs, three business scenarios, and the most common mistakes made by Swiss-connected companies facing insolvency in Poland. Each section flags where the two systems diverge and what that divergence costs in time and money.
How does Polish insolvency law treat cross-border cases?
Polish insolvency law – Prawo upadłościowe (Insolvency Law, PU) – draws a clear line between main proceedings and secondary proceedings. Main proceedings are opened at the court of the debtor's COMI, which the National Court Register (KRS) address creates a rebuttable presumption for. Secondary proceedings cover only assets located in Poland and run in parallel if a foreign court has already opened main proceedings elsewhere. The District Court in Warsaw, Commercial Division, handles the largest cross-border cases and has a dedicated insolvency bench.
Board members of a Polish company must file for insolvency within 30 days of the moment the company becomes insolvent. Insolvency is defined as either a payment standstill exceeding three months or liabilities exceeding assets for more than 24 months. Missing the 30-day window triggers personal liability of directors for the full shortfall between the company's debts and the value of assets available to creditors. That liability is unlimited and joint. (Swiss parent companies sometimes assume that Swiss corporate law shields Polish subsidiary directors – it does not.)
Three instruments are available before formal bankruptcy is declared:
- Arrangement proceedings (postępowanie układowe) – suitable where the debtor retains management control
- Simplified arrangement proceedings – fastest path to a creditor vote, typically 3–4 months
- Sanation proceedings – broadest restructuring powers, up to 12 months
Choosing the wrong instrument is the first major mistake Swiss advisers make. A simplified arrangement proceeding suits a solvent-but-illiquid Polish subsidiary well. Sanation suits a company that needs to shed contracts or employees. Bankruptcy is the last resort – and once opened, it precludes restructuring.
What is the Swiss recognition framework for Polish insolvency proceedings?
Switzerland is not a member of the European Union. It does not apply the EU Insolvency Regulation (Recast), which would otherwise allow automatic recognition of Polish proceedings across EU member states. Instead, Swiss recognition of foreign insolvency proceedings is governed by the Bundesgesetz über das Internationale Privatrecht (Federal Act on Private International Law, PILA), specifically its chapter on bankruptcy. Recognition is not automatic. A Swiss creditor or the foreign liquidator must apply to the competent Swiss cantonal court.
The Swiss court will recognise a Polish insolvency order if three conditions are met: the Polish court had jurisdiction under Swiss conflict-of-laws rules, the order is enforceable in Poland, and recognition does not violate Swiss public policy (ordre public). In practice, the COMI analysis is the main battleground. If the Swiss court concludes that the debtor's real COMI was in Switzerland – not Poland – it may refuse recognition and open independent Swiss proceedings instead.
Once a Polish order is recognised, Swiss law opens a mini-procedure. Swiss creditors may file claims separately. Assets located in Switzerland are administered under Swiss supervision. Surplus (if any) is transferred to the Polish estate. This ancillary Swiss procedure typically takes 6–18 months and costs CHF 5,000–30,000 in court fees alone, depending on asset complexity.
We secured recognition of a Polish sanation plan for a manufacturing client with assets in the Mazowieckie region and receivables held by a Swiss counterparty (summer 2025). Early engagement with the Swiss cantonal court – before the Polish plan was confirmed – reduced the ancillary procedure timeline by roughly four months.
What are the step-by-step procedures and realistic timelines?
The process divides into four phases. Understanding each phase prevents the most costly delays – and Swiss-side actors often underestimate phase two.
Phase 1 – Pre-filing assessment (weeks 1–4). Map all assets by jurisdiction. Identify COMI. Assess whether the Polish company is insolvent under PU (payment standstill or balance-sheet test). Instruct Polish counsel and Swiss counsel simultaneously. Do not wait for the Polish filing before contacting Swiss advisers – parallel preparation saves weeks.
Phase 2 – Polish filing and court appointment (weeks 4–12). The insolvency petition is filed with the competent district court. The court appoints a supervisor or administrator within days of opening proceedings. The National Court Register (KRS) publishes the opening. Creditors receive notice. The 30-day board-liability clock either stops (if filed in time) or has already expired. Court fees for opening bankruptcy proceedings start at PLN 1,000; restructuring proceedings carry a deposit of PLN 30,000.
Phase 3 – Swiss recognition application (months 3–9). The Polish administrator or a creditor files a recognition application with the Swiss cantonal court. Attach: certified copy of the Polish order, evidence of COMI in Poland, translation into German, French, or Italian. Allow 3–6 months for the Swiss court to rule. Swiss creditors have 20 days to object after publication.
Phase 4 – Asset realisation or plan confirmation (months 6–24). In restructuring, the creditor assembly votes on the arrangement plan. A simple majority by value (with certain class protections) suffices. In bankruptcy, the administrator realises assets and distributes proceeds. Swiss assets are remitted after Swiss ancillary proceedings close.
How do three business scenarios play out differently?
Three scenarios illustrate how the framework operates in practice. Each involves a Swiss connection and a different risk profile.
Scenario A – Swiss parent, insolvent Polish subsidiary. A Zurich holding company owns 100% of a Polish manufacturing company that has stopped paying suppliers. The Polish board files within 30 days. The Swiss parent is not automatically liable for Polish subsidiary debts – but if it provided upstream guarantees or acted as a shadow director, liability exposure exists under Polish corporate law. (The relevant doctrine is covered in detail in our guide to subsidiary liability in Polish corporate groups.) The Swiss parent should instruct Polish counsel immediately to assess guarantee exposure and intervene in the Polish proceedings as a creditor.
Scenario B – Polish company with Swiss bank debt. A Kraków-based IT company borrowed from a Swiss cantonal bank. The bank holds a pledge over Polish receivables. When the Polish company enters insolvency, the pledge is subject to Polish insolvency law – the bank loses the right to enforce independently once proceedings open. The bank must file a claim in Poland within 30 days of the call for creditors. Failure to file on time risks subordination of the claim. We obtained interim measures protecting a Swiss lender's security interest in a Małopolska-based technology company (winter 2025), preventing premature enforcement that would have destroyed the going-concern value.
Scenario C – Swiss creditor in Polish bankruptcy. A Geneva-based supplier is owed EUR 800,000 by a bankrupt Polish retailer. The supplier has no Polish presence. It must file a proof of claim (in Polish) within the court-set deadline – typically 30 days from the call for creditors published in the Court and Commercial Gazette (Monitor Sądowy i Gospodarczy). Late claims are admitted only with court permission and carry a surcharge fee. The supplier should also consider whether dispute resolution mechanisms for Swiss companies in Poland offer a faster recovery route if the debt is disputed.
What are the most common mistakes and how can they be avoided?
Mistakes in cross-border insolvency are expensive. Most are avoidable with early advice. The following checklist captures the errors we see repeatedly in Poland-Switzerland cases.
What to prepare before filing:
- COMI analysis documenting where management decisions are actually made
- Asset inventory by jurisdiction (Poland, Switzerland, other)
- Board resolution authorising the insolvency filing – dated accurately
- List of all creditors with amounts and jurisdictions
- Copies of any Swiss-law security documents (pledges, guarantees, assignments)
The most damaging mistake is delay. Directors who wait more than 30 days after insolvency triggers face unlimited personal liability. Swiss parent companies that instruct Polish subsidiaries to "hold on" while refinancing is negotiated in Zurich are effectively extending that liability period. Polish courts do not accept commercial optimism as a defence.
The second common mistake is filing in the wrong jurisdiction. If the debtor's COMI is genuinely in Switzerland – because management decisions, accounting, and headquarters are all there – a Polish filing may be challenged. The Polish court may decline jurisdiction, wasting months and court fees. Conversely, filing in Switzerland when COMI is in Poland leaves Polish assets in a legal grey zone.
The third mistake is ignoring the Polish Financial Supervision Authority (KNF) if the insolvent entity holds a financial licence. Regulated entities follow a separate insolvency track with KNF involvement. Standard insolvency counsel without regulatory experience can miss this entirely, triggering a parallel administrative procedure that delays everything.
White-collar defence issues arise when delayed filing attracts criminal scrutiny. Under Polish criminal law, a board member who knowingly fails to file within the statutory deadline may face criminal liability. Early engagement with counsel covering both restructuring and white-collar defence avoids a situation where insolvency advice and criminal defence are handled separately – at greater cost and with less coordination.
To receive an expert assessment of your company's cross-border insolvency exposure in Poland and Switzerland, contact info@kordeckipartners.com. We will map your COMI risk, identify filing deadlines, and coordinate with Swiss counsel from day one.
Frequently asked questions
Q: Does a Polish insolvency filing automatically freeze Swiss assets?
A: No. A Polish insolvency order does not automatically bind Swiss courts or creditors. The administrator must apply for recognition in Switzerland under the Federal Act on Private International Law. Until recognition is granted – a process taking 3–6 months on average – Swiss assets remain subject to individual enforcement by Swiss creditors. Acting early to secure an interim freeze through Swiss courts is often necessary to preserve asset value.
Q: How long does the full Poland-Switzerland cross-border insolvency process take, and what does it cost?
A: A restructuring with a Swiss recognition procedure typically takes 12–24 months end-to-end. Polish court fees for restructuring proceedings include a deposit of PLN 30,000; administrator fees are asset-dependent. Swiss ancillary proceedings add CHF 5,000–30,000 in court fees plus Swiss counsel costs. Bankruptcy proceedings without restructuring can close faster – sometimes 9–15 months – but yield lower creditor recoveries. Budget planning should account for parallel Polish and Swiss legal fees from the outset.
Q: Can a Swiss parent company be held liable for its Polish subsidiary's debts in insolvency?
A: Generally, no – the corporate veil protects the Swiss parent. However, Polish insolvency law and corporate legislation recognise several exceptions. A parent that acted as a shadow director of the Polish subsidiary, provided misleading financial support that delayed insolvency filing, or benefited from transactions at undervalue within 12 months before filing may face claims from the Polish administrator. Each of these theories requires specific fact-finding and is litigated case by case before Polish courts.
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.