A mid-sized manufacturing company in the Mazowieckie region faces mounting supplier claims, a blocked credit line, and a board that has just received the first court summons. The directors want to keep control of the business. They do not want a court-appointed administrator running daily operations. Polish restructuring law offers exactly that option – but the procedure is more technical than it first appears.

Debtor-in-possession (DIP) restructuring under Polish law allows a company to reorganise its debts while management retains operational control, supervised by a court-appointed restructuring advisor. The Prawo restrukturyzacyjne (Restructuring Law, PR) provides four distinct procedures, of which the przyspieszone postępowanie układowe (accelerated arrangement proceedings) and the postępowanie sanacyjne (remedial proceedings) are most relevant to medium-sized businesses. A completed arrangement suspends enforcement actions and can bind dissenting creditors within four to six months of court approval.

This guide walks through the step-by-step procedure, realistic timelines, cost structure, three business scenarios, and the most common mistakes that cause DIP restructurings to fail before the arrangement vote. Each section addresses a distinct phase, so boards can self-assess where their company stands today.

What is debtor-in-possession restructuring under Polish law?

Polish restructuring law draws a firm line between insolvency and restructuring. A company that is insolvent – or at risk of insolvency – may open a restructuring procedure and retain management control, provided it satisfies the court that a credible arrangement is possible. The Krajowy Rejestr Sądowy (National Court Register, KRS) reflects the procedure's opening within days of the court order. That entry signals to counterparties that enforcement is suspended.

Four procedures exist under the Restructuring Law. The postępowanie o zatwierdzenie układu (arrangement approval proceedings) suits companies where the debtor already holds creditor support covering more than 50 percent of total claims. The accelerated arrangement proceedings and standard arrangement proceedings address more contested situations. Remedial proceedings – the most invasive form – grant the restructuring advisor powers to terminate onerous contracts and sell assets. Each procedure has a different threshold for triggering the automatic stay on enforcement.

The automatic stay is the most valuable feature of any DIP procedure. Once the court opens restructuring proceedings, individual creditor enforcement actions – including bailiff seizures – are suspended for the duration. The stay does not cover secured creditors automatically in all procedures; the board must apply separately in some cases. Missing that application within the prescribed period forfeits the protection entirely.

  • Arrangement approval proceedings – debtor retains full management; no court supervision of daily acts
  • Accelerated arrangement proceedings – court-appointed supervisor; arrangement vote within three months
  • Standard arrangement proceedings – broader creditor list; longer timeline of up to twelve months
  • Remedial proceedings – restructuring advisor replaces management for operational decisions

The National Court Register and the Krajowy Rejestr Zadłużonych (National Debt Register, KRZ) both publish the court order. Creditors monitoring the KRZ receive automatic notification. Boards often underestimate how quickly that publication changes the negotiating dynamic with key suppliers and banks.

How does the step-by-step procedure work in practice?

The procedure begins before any court filing. A preliminary restructuring plan, a list of creditors, and a cash-flow forecast covering at least twelve months must be prepared. The Sąd Rejonowy (District Court) with commercial jurisdiction over the debtor's registered office reviews the application. Courts in Warsaw and Krakow typically schedule the first hearing within four to six weeks of filing.

Step one is the internal audit. Management identifies all claims, separates disputed from undisputed debts, and maps secured creditors. This phase typically takes two to four weeks. Errors here – particularly omitting creditors from the list – can invalidate the arrangement later. We secured a reversal of a challenged arrangement confirmation for a distribution client in the Silesia region (autumn 2025) precisely because a competing creditor had been omitted from the initial list.

Step two is drafting the arrangement proposal. The proposal must specify the reduction or deferral of claims for each creditor group. Creditors are divided into groups by legal character of their claims: secured, unsecured, public-law, and related-party. The arrangement binds only those groups that vote in favour by a double majority – more than half of creditors by number and more than two-thirds by value within each group.

Step three is the court application. The application must include the restructuring plan, the creditor list, the arrangement proposal, and evidence of the company's financial distress. The court appoints a restructuring supervisor (in accelerated proceedings) within fourteen days of the order opening proceedings. That supervisor monitors management acts above a defined value threshold – typically set at a figure reflecting the company's monthly turnover.

Step four is the creditor vote. The vote occurs at a creditors' meeting convened by the court. In accelerated proceedings, the vote must take place within three months of the procedure's opening. Missing that deadline without court extension closes the procedure and reopens the debtor to unrestricted enforcement – an irreversible consequence that boards rarely anticipate when they file.

What are the main costs and timelines?

DIP restructuring is not cheap, but it is substantially less costly than insolvency. Court fees for opening accelerated arrangement proceedings are fixed at PLN 1,000. The restructuring supervisor's remuneration is set by the court and typically ranges from PLN 30,000 to PLN 150,000 depending on the size and complexity of the estate. Legal advisory fees vary widely; a mid-market restructuring with contested creditors typically requires a budget of PLN 80,000 to PLN 250,000 in professional fees.

Timeline benchmarks for accelerated arrangement proceedings run as follows. Court order opening proceedings: four to six weeks from filing. Supervisor appointment: fourteen days from the order. Creditor vote: within three months of opening. Court confirmation of arrangement: four to eight weeks after the vote. Total elapsed time from filing to confirmed arrangement: five to seven months in straightforward cases.

Standard arrangement proceedings allow a longer runway – up to twelve months from opening to the vote – but that extended timeline carries a cost. Creditors remain in uncertainty longer, and the debtor's trading relationships deteriorate. For a foreign investor's Polish subsidiary, a prolonged procedure can trigger cross-default clauses in the parent group's financing documents. Boards should model that risk before choosing between procedures.

For companies with assets or creditors in multiple jurisdictions, the interaction with foreign insolvency proceedings adds cost and complexity. Cross-border situations involving Poland and neighbouring jurisdictions are addressed in our analysis of cross-border insolvency involving Poland and Ukraine, which sets out the recognition framework under EU and bilateral rules.

Which procedure fits which business scenario?

Three scenarios illustrate how the choice of procedure maps to business reality. Each scenario reflects a different creditor structure and operational context. The right procedure depends on the ratio of secured to unsecured debt, the number of creditors, and the speed at which enforcement pressure is building.

Scenario one – manufacturing company with bank debt. A Mazowieckie-based manufacturer owes PLN 12m to a single secured bank and PLN 4m to forty trade creditors. The bank is willing to restructure but wants a supervised process. Accelerated arrangement proceedings are appropriate. The bank forms one creditor group; trade creditors form another. The double-majority vote is achievable if the bank supports the arrangement. The procedure can close within six months.

Scenario two – IT services company with disputed claims. A Warsaw IT firm faces a PLN 8m claim from a former client that the board considers inflated. The claim, if admitted, would shift the creditor vote against the arrangement. Standard arrangement proceedings allow more time to litigate the disputed claim before the vote. The court may exclude the disputed portion from the voting count. This scenario also raises tax treaty considerations where the parent entity is foreign and intercompany claims form part of the creditor list.

Scenario three – foreign investor's Polish subsidiary. A German group's Polish subsidiary in Lower Silesia is technically insolvent after a contract termination. The parent wants to inject capital but only after the Polish creditors agree to a haircut. Arrangement approval proceedings work here if the parent can pre-negotiate support from creditors holding more than 50 percent of claims before filing. That pre-pack approach reduces court exposure to under three months. Our team obtained interim measures protecting assets worth over EUR 3m for a similar German investor's subsidiary in Lower Silesia (spring 2026) while the pre-pack arrangement was being finalised.

For subsidiaries of French groups operating in Poland, the interaction between Polish restructuring proceedings and French sauvegarde procedures requires careful coordination. Our guide on cross-border insolvency involving Poland and France covers the recognition and coordination framework in detail.

What are the most common mistakes – and how does board liability arise?

The most frequent mistake is filing too late. Polish corporate legislation imposes personal liability on board members who fail to file for insolvency within thirty days of the company becoming insolvent. A restructuring filing stops that clock – but only if the company is not yet irreversibly insolvent. Boards that wait until cash runs out often find that restructuring is no longer available and insolvency is mandatory. That transition from restructuring to insolvency is rarely reversible.

The second common mistake is underestimating the creditor list. Omitting a creditor – even inadvertently – can void the arrangement after confirmation. Courts have set aside confirmed arrangements where a significant creditor was excluded from the vote. The excluded creditor retains full enforcement rights. Personal liability of directors for negligent omission is a live risk under Polish civil law.

The third mistake involves management acts during the procedure. Once accelerated or standard proceedings are open, management must obtain supervisor approval for acts exceeding the court-defined threshold. Paying a related-party invoice, transferring assets, or granting new security without that approval exposes directors to white-collar defence proceedings for acting to the detriment of creditors. The criminal provisions of the Polish Penal Code apply independently of the civil liability framework.

  • File before insolvency becomes irreversible – the thirty-day clock runs from the date of insolvency
  • Include every creditor in the initial list – omissions can void the arrangement post-confirmation
  • Obtain supervisor approval for all above-threshold management acts
  • Model cross-default clauses in group financing before choosing the procedure
  • Engage a restructuring advisor before filing, not after the court order

A board that treats restructuring as a last resort rather than an early tool typically faces worse outcomes. The Polish Financial Supervision Authority (KNF) monitors regulated entities separately; financial sector companies face additional notification obligations when restructuring proceedings open. Missing those notifications compounds the board's exposure.

The specific situation of each company requires individual assessment before any filing decision. Delays in seeking advice are not neutral – they narrow the available procedures and can trigger personal liability of directors for the full amount of unsatisfied creditor claims.

To receive an expert assessment of your company's restructuring options, contact info@kordeckipartners.com.

Frequently asked questions

Q: How long does debtor-in-possession restructuring typically take in Poland?

A: Accelerated arrangement proceedings run from five to seven months in straightforward cases – from filing to court confirmation of the arrangement. Standard arrangement proceedings can extend to twelve to eighteen months where creditor disputes require resolution. Arrangement approval proceedings, used where the debtor already holds majority creditor support, can close in under three months. The timeline depends heavily on the number of creditor groups and whether any claims are disputed.

Q: Does opening restructuring proceedings automatically stop all creditor enforcement?

A: A common misconception is that the automatic stay covers all creditors without exception. In accelerated and standard arrangement proceedings, the stay applies to unsecured creditors from the date the court order is published in the National Debt Register. Secured creditors – those holding mortgages or pledges – are not automatically stayed in all procedures. The board must apply separately for protection against secured enforcement in some cases, and that application must be made within the deadlines the court sets. Missing the deadline forfeits the protection.

Q: What does a restructuring supervisor actually cost, and who pays?

A: The restructuring supervisor's remuneration is set by the District Court at the time of appointment. For a mid-sized company, the fee typically falls between PLN 30,000 and PLN 150,000 for the full procedure. The debtor's estate pays this fee as a priority cost of the proceedings – it ranks ahead of unsecured creditor claims. In addition, the debtor bears its own legal advisory costs, which for contested restructurings with multiple creditor groups commonly exceed PLN 100,000. Budgeting for these costs before filing is essential; running out of cash during the procedure is itself a ground for the court to close the proceedings.

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 white-collar defence. We work with Polish entrepreneurs, foreign investors, and in-house legal teams navigating distressed situations under Polish law. 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.