A private equity fund based in Frankfurt identifies a Polish manufacturing target in administration. The assets are attractive. The timeline is tight. And the rules governing how those assets can be acquired – cleanly, quickly, and free of legacy liabilities – are not always obvious to investors approaching Poland for the first time.

Acquiring distressed assets from Polish insolvency proceedings offers genuine value, but only when the buyer understands the procedural framework. Polish insolvency law (Prawo upadłościowe, Insolvency Law) provides two primary routes: a standard asset sale conducted by a court-appointed trustee, and a pre-pack arrangement approved before the insolvency order is issued. Each route carries distinct timelines, liability consequences, and approval requirements that directly affect deal certainty.

This alert covers what has changed in practice, which buyers are affected by current thresholds, and what actions should be taken immediately to protect deal value and avoid personal liability exposure.

What does the current Polish insolvency framework mean for asset buyers?

Polish insolvency proceedings are supervised by the District Court (Sąd Rejonowy) with jurisdiction over the debtor's registered office. The National Court Register (Krajowy Rejestr Sądowy, KRS) records the insolvency order, and the National Restructuring Register (Krajowy Rejestr Zadłużonych, KRZ) publishes all procedural steps online. Buyers must monitor KRZ actively – missing a published deadline can forfeit bidding rights entirely.

The standard sale route involves the trustee marketing assets and obtaining court approval for the transaction. This process typically takes between three and nine months from the insolvency order. A sale conducted through this route transfers assets free of most encumbrances, including tax liabilities and social security arrears attached to the sold enterprise – a significant advantage over acquiring shares in a distressed entity.

Board liability is a parallel concern. Under Polish corporate legislation, directors who fail to file for insolvency within 30 days of the company becoming insolvent face personal liability for unsatisfied creditor claims. Buyers acquiring assets from a debtor whose board delayed filing may inherit reputational risk; in some cases, the seller's directors face white-collar defence proceedings that can delay asset transfer approvals.

  • Monitor KRZ daily once a target enters any insolvency or restructuring procedure
  • Verify the insolvency filing date against the date of actual insolvency to assess board liability exposure
  • Confirm whether the sale requires court approval or trustee-only sign-off
  • Check for any secured creditors whose consent is required within the 14-day objection window

How does the pre-pack route change the acquisition timeline?

The pre-pack (przygotowana likwidacja, prepared liquidation) is the fastest distressed acquisition route available under Polish insolvency law. A buyer negotiates terms with the debtor before the insolvency petition is filed. The court then approves the sale simultaneously with – or shortly after – issuing the insolvency order. In practice, asset transfer can occur within four to eight weeks of the court order, compared to months under the standard route.

Pre-pack approval requires the court to confirm that the agreed price is not lower than the valuation prepared by a court-appointed expert. If the price falls below that threshold, the court may reject the pre-pack and order a standard sale instead. Buyers should build a pricing buffer of at least 10–15% above the minimum valuation to reduce rejection risk. (We have seen courts in the Mazowieckie region apply this threshold strictly, even where the buyer offered additional operational commitments.)

We secured a pre-pack asset transfer valued at over PLN 18m for a logistics investor in Silesia (winter 2025). The court approved the arrangement within six weeks of the insolvency order, enabling the buyer to resume operations before the peak spring season.

One misconception is that pre-pack automatically eliminates all legacy claims. It does not. Tax liabilities arising after the insolvency petition date, and certain employment obligations, may follow the acquired enterprise unless explicitly carved out. Sanctions screening obligations also apply: under Polish anti-money laundering legislation, buyers must verify that neither the debtor nor its beneficial owners appear on relevant sanctions lists before completing the transaction. For cross-border transactions, see our analysis of sanctions screening obligations for Polish companies.

What immediate actions must buyers take now?

Distressed M&A in Poland is time-sensitive by design. The insolvency framework imposes hard deadlines that do not pause for due diligence. Missing the creditor claims submission deadline – typically 30 days from the KRZ publication of the insolvency order – precludes participation in the distribution process entirely. For buyers acquiring assets rather than claims, the equivalent risk is missing the court-set bid deadline, which forfeits the opportunity without recourse.

Three actions are non-negotiable once a target enters insolvency proceedings. First, instruct Polish counsel to file a monitoring notice with the trustee within the first week. Second, commission a rapid legal audit covering title chain, encumbrances, and employment liabilities – this should be completed within 10 business days. Third, confirm whether the transaction triggers merger control thresholds: the Office of Competition and Consumer Protection (Urząd Ochrony Konkurencji i Konsumentów, UOKiK) requires notification where combined Polish turnover exceeds EUR 1 billion, or where each of the parties exceeds EUR 10 million in Poland.

Cross-border insolvency adds a further layer. Where the debtor has assets or creditors in multiple jurisdictions, the proceedings may interact with EU Insolvency Regulation rules on centre of main interests (COMI). For transactions involving Romanian counterparties, see our note on cross-border insolvency involving Poland and Romania. For Ukrainian-connected assets, our desk has specific guidance at cross-border insolvency involving Poland and Ukraine.

We obtained court confirmation of a clean asset transfer for a manufacturing acquirer in Małopolska (autumn 2025), resolving a competing secured creditor claim within the 14-day objection window and avoiding a three-month delay.

Immediate action checklist:

  • Engage Polish insolvency counsel within 48 hours of identifying a target in proceedings
  • File a monitoring notice with the trustee in week one
  • Complete legal and sanctions due diligence within 10 business days
  • Verify UOKiK notification thresholds before signing any heads of terms
  • Confirm COMI and cross-border implications if the debtor operates in multiple jurisdictions

Specific circumstances require tailored advice. A distressed acquisition that looks straightforward at first review may carry irreversible consequences – forfeited priority, uncleared encumbrances, or personal liability for the acquiring entity's directors – if procedural steps are missed. To discuss how the Polish insolvency framework applies to your target, email info@kordeckipartners.com.

Frequently asked questions

Q: Can a buyer acquire assets from a Polish insolvency free of the debtor's tax liabilities?

A: A properly structured asset sale through insolvency proceedings generally transfers assets free of the debtor's pre-petition tax and social security liabilities. However, liabilities arising after the petition date, and obligations tied to specific employees transferred under Polish labour law, may remain. The exact scope depends on the structure of the transaction and requires case-by-case legal analysis.

Q: How long does a standard distressed asset acquisition in Poland take from first approach to completion?

A: A standard trustee-led sale typically takes three to nine months from the insolvency order. A pre-pack can reduce this to four to eight weeks, provided the court approves the valuation and no creditor objections are upheld within the statutory objection period. Timeline certainty is higher in pre-pack transactions where the pricing buffer is adequate.

Q: Does acquiring assets from a Polish insolvency trigger any personal liability for the buyer's directors?

A: Acquiring assets through a court-supervised insolvency sale does not, by itself, create board liability for the buyer's directors. However, if the buyer's entity later becomes insolvent and the directors fail to file within the 30-day statutory deadline, Polish corporate legislation imposes personal liability on those directors for unsatisfied creditor claims. Proper post-acquisition financial monitoring is essential.

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 proceedings, and distressed asset acquisitions. 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.