A private equity fund based in Vienna identified a target: a mid-size Polish logistics company in formal insolvency proceedings before the District Court in Warsaw. The company's real estate, vehicle fleet, and warehouse management software carried clear commercial value. The insolvency administrator had already filed a liquidation plan. The window for a structured acquisition was measured in weeks, not months.
Acquiring assets from a Polish insolvency estate offers buyers a clean title, free of most pre-existing encumbrances, provided the acquisition follows the procedure prescribed by Polish insolvency law. The administrator sells assets under court supervision, and a successful purchaser takes title without inheriting the seller's liabilities. Timing is the decisive variable: once the liquidation schedule is confirmed, competing bids must be submitted within a court-set deadline that can be as short as 14 days.
This case study traces the full arc of that transaction – from initial due diligence through bid submission, court confirmation, and post-closing integration. Each stage produced transferable lessons for buyers entering the distressed M&A space in Poland.
What made this a distressed acquisition worth pursuing?
The target operated three bonded warehouses in the Mazowieckie region and held long-term lease agreements with two international freight forwarders. Its insolvency had been triggered by a disputed customs liability, not by operational failure. That distinction mattered enormously. Operationally, the business remained cash-generative. The insolvency was structural, not commercial.
Polish insolvency law distinguishes between the insolvency estate (masa upadłości) and the debtor's ongoing obligations. Assets within the estate pass to the administrator upon the court's declaration of insolvency, registered with the National Court Register (Krajowy Rejestr Sądowy, KRS). The administrator owes duties to all creditors, not to the debtor's shareholders. That alignment of incentives – the administrator wants maximum recovery – creates a negotiable counterparty.
Our team identified three structural advantages. First, the real estate carried no mortgage exceeding 40% of market value, meaning a buyer could acquire it with a clean encumbrance profile. Second, the software licences were transferable under their terms. Third, the two freight forwarder contracts contained change-of-control clauses that could be waived with counterparty consent – and both counterparties preferred continuity over disruption.
- Target: bonded warehouse operator, Mazowieckie region
- Insolvency trigger: disputed customs liability, not operational loss
- Key assets: three warehouses, vehicle fleet, proprietary WMS software
- Encumbrance profile: mortgage below 40% of market value
- Contractual risk: change-of-control clauses in two key contracts
We secured preliminary waivers from both freight forwarders within ten days of engagement. That pre-bid work – often overlooked by buyers focused purely on price – proved decisive when the administrator evaluated competing offers.
How did the pre-pack and bid process work in practice?
Polish insolvency proceedings offer two principal acquisition routes. The standard liquidation route proceeds through a public tender or auction managed by the administrator under court oversight. The pre-pack route (przygotowana likwidacja) allows a buyer to negotiate terms before the insolvency declaration, with the court confirming the sale at the opening hearing. Both routes deliver clean title; they differ in speed and certainty.
In this matter, the pre-pack window had already closed before our client identified the opportunity. We therefore pursued the standard tender route. The administrator published a call for offers with a submission deadline of 21 days. The court-approved minimum price was set at PLN 18.4 million, based on a valuation commissioned by the administrator from an independent appraiser appointed through the Polish Financial Supervision Authority (Komisja Nadzoru Finansowego, KNF) framework for approved valuers.
Due diligence in insolvency acquisitions runs under compressed timelines. The data room opened for 12 days. Our team prioritised four workstreams: title verification at the Land and Mortgage Register (Księga Wieczysta), review of the administrator's inventory list, analysis of employment liabilities transferring under Polish labour law, and assessment of environmental permits attached to the bonded warehouse licences.
One finding shaped the bid materially. Two of the three warehouse leases contained landlord consent requirements for assignment. The administrator had not obtained those consents. We flagged this to our client and structured the bid to include a contractual condition requiring the administrator to obtain consents before closing, or to reduce the purchase price by PLN 1.2 million per lease that failed to transfer. That conditional structure differentiated our client's offer from a higher nominal bid that ignored the lease risk entirely.
For a parallel perspective on cross-border insolvency dynamics, see our analysis of cross-border insolvency involving Poland and Spain.
What were the critical legal risks – and how were they managed?
Three legal risks dominated the transaction. Each carried the potential to render the acquisition commercially worthless if mishandled. Identifying them early – and pricing them into the bid – separated disciplined buyers from opportunistic ones.
The first risk was board liability exposure attaching to the target's former management. Under Polish corporate legislation, board members who fail to file for insolvency within 30 days of the company becoming insolvent face personal liability for unpaid creditor claims. Two former directors had filed for personal bankruptcy. A third had not. Our client needed assurance that no residual liability could attach to assets post-transfer. Polish insolvency law provides that a clean sale through the administrator extinguishes most pre-existing claims against the asset itself – but not claims arising from the administrator's own conduct. We obtained a written confirmation from the court-appointed administrator that no third-party claims had been registered against the specific assets within the estate.
The second risk concerned white-collar defence exposure. The customs dispute that triggered insolvency remained under investigation by the National Revenue Administration (Krajowa Administracja Skarbowa, KAS). Our team confirmed that the investigation targeted the former directors personally, not the assets. That distinction – personal versus in rem liability – is frequently misunderstood by buyers unfamiliar with Polish restructuring practice.
The third risk was environmental. One bonded warehouse held a permit tied to the debtor's legal entity, not the property. Transfer required a fresh application to the regional environmental authority, with a processing time of up to 60 days. We structured a transitional operating arrangement allowing our client to use the facility under the administrator's permit during the application period, capped at 90 days.
For buyers navigating cost allocation in related court proceedings, our note on cost recovery rules in Polish civil proceedings provides useful background on fee structures and recovery prospects.
What lessons does this matter transfer to future distressed acquisitions?
We obtained a confirmed acquisition of assets valued at approximately PLN 22 million for a purchase price of PLN 19.1 million for a private equity client in the Mazowieckie region (winter 2026). The conditional bid structure – which competitors dismissed as overly complex – ultimately secured court approval over a nominally higher offer that lacked the lease consent mechanism. The administrator recommended our client's bid precisely because it reduced post-closing litigation risk for the estate.
Four transferable lessons emerged from this matter. First, pre-bid commercial work (contract waivers, landlord consents) carries more weight in administrator evaluations than price alone. Second, the distinction between personal liability of former directors and in rem claims against assets is the single most important legal question in any Polish distressed acquisition. Third, environmental permits attached to the legal entity – not the property – represent a systematic gap in standard due diligence checklists. Fourth, conditional price structures are legally permissible in Polish insolvency tenders and can be decisive when competing bids carry hidden risks.
What to prepare before submitting a bid on a Polish insolvency asset:
- Land and Mortgage Register extract confirming encumbrance profile
- Administrator's inventory list cross-referenced against the court's asset schedule
- Review of all material contracts for change-of-control and assignment clauses
- Confirmation of whether any permits are entity-linked rather than property-linked
- Written status of any regulatory or criminal investigations targeting the debtor
For clients with exposure to distressed assets across multiple jurisdictions, our analysis of cross-border insolvency involving Poland and Ukraine addresses coordination challenges that arise when the debtor's assets span both legal systems.
A specific distressed acquisition opportunity carries irreversible consequences if the bid window closes without a properly structured offer. Once the administrator accepts a competing bid and the court confirms the sale, the opportunity is foreclosed permanently.
To receive an expert assessment of a distressed acquisition target in Poland, contact info@kordeckipartners.com. Our restructuring team will review the asset profile, identify liability exposure, and structure a bid that withstands administrator and court scrutiny.
Frequently asked questions
Q: How long does a Polish insolvency asset sale typically take from bid submission to title transfer?
A: The timeline varies by court workload and asset complexity. In straightforward cases, the administrator can confirm a sale and obtain court approval within 6 to 10 weeks of the bid deadline. Complex sales involving real estate, environmental permits, or contested valuations can extend to 6 months. Buyers should plan for a minimum 90-day period between bid submission and legal title transfer.
Q: Does a buyer in a Polish insolvency sale inherit the debtor's employee obligations?
A: This is a common misconception. Acquiring assets – as opposed to acquiring shares – does not automatically transfer employment contracts. However, if the acquisition constitutes a transfer of an organised part of an enterprise (zorganizowana część przedsiębiorstwa) under Polish labour law, the transferee assumes the employment obligations of the transferred workforce. Structuring the acquisition as a pure asset purchase, excluding employees, requires careful documentation and advance notice to the works council or employee representatives where applicable.
Q: Can a foreign buyer participate in a Polish insolvency tender without a Polish entity?
A: Yes. Polish insolvency law does not require the buyer to hold a Polish legal entity. A foreign company may submit a bid and take title directly, subject to any sector-specific restrictions (for example, agricultural land or strategic infrastructure). Real estate acquisitions by non-EU entities require a permit from the Ministry of Interior and Administration. Legal counsel should confirm whether any sector restriction applies before the bid is submitted, since post-bid discovery of a permit requirement can forfeit the deposit – typically 10% of the minimum price.
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 distressed M&A. We work with Polish entrepreneurs, foreign investors, and in-house legal teams navigating complex asset acquisitions and insolvency proceedings. 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.