A Kraków-based distributor misses two consecutive loan instalments. The bank accelerates the debt. Trade creditors begin calling. The board has days – not weeks – to act before insolvency becomes the only option. In Poland, one procedure is specifically designed for exactly this moment: the postępowanie o zatwierdzenie układu (simplified arrangement proceedings, SAP). It moves faster than any other restructuring route and keeps the company in the debtor's hands throughout.

Simplified arrangement proceedings allow a Polish company to negotiate and approve a creditor arrangement without opening formal court proceedings first. The debtor appoints a licensed restructuring adviser, collects creditor votes within four months, and files for court approval only after a majority is secured. Board members retain management control during the entire process, and personal liability for new obligations is suspended once the adviser is appointed.

This alert covers three things: what the SAP mechanism involves, which companies qualify and when the clock starts running, and the immediate steps a board must take to preserve its options. Each section ends with a concrete action item.

What is the SAP and how does it work?

The SAP sits at the fast end of Poland's restructuring spectrum. Under Polish restructuring law, it is the only procedure where the debtor can begin restructuring without a court order. The National Court Register (KRS) is not involved at the start. The Krajowa Izba Doradców Restrukturyzacyjnych (National Chamber of Restructuring Advisers, KIDR) licenses the supervisory adviser who oversees the process. The entire pre-court phase runs outside formal judicial supervision.

The mechanics are straightforward. The debtor selects a licensed adviser, who is then disclosed on the Krajowy Rejestr Zadłużonych (National Insolvency Register, KRZ). That disclosure date starts the four-month voting window. During those four months, the debtor prepares an arrangement proposal, negotiates with creditors, and collects votes. No court hearing takes place at this stage. The board continues to run the business.

Court involvement arrives only at the end. Once a voting majority is achieved – creditors representing more than half of total claims must approve, with those claims accounting for at least two-thirds of total debt – the debtor files for judicial confirmation. The district court then reviews compliance, not substance. Confirmation typically follows within weeks. For cross-border situations involving multiple jurisdictions, the interaction with EU insolvency rules matters; our analysis of cross-border insolvency involving Poland and France sets out how Polish proceedings are recognised abroad.

One figure stands out: four months. Miss that window and the SAP lapses. The debtor must then either restart or move to a heavier procedure – a path that forfeits the speed advantage entirely.

Who qualifies, and when does the deadline become critical?

The SAP is available to any debtor who is insolvent or threatened with insolvency. Polish restructuring law draws a clear line: a company is threatened with insolvency when its financial position indicates that it will become insolvent within twelve months. That threshold is deliberately wide. It means the SAP is accessible before the crisis becomes acute – which is precisely when it works best.

There is, however, a hard eligibility cut-off. If disputed claims exceed fifteen percent of total liabilities, the SAP is unavailable. The legislature designed this limit to prevent the procedure from being used where creditor conflict is already too deep for a fast-track vote. Companies with significant litigation exposure – for example, a contested tax assessment or a supplier dispute – should check this threshold before assuming the SAP is open to them.

Board liability is the sharpest pressure point. Under Polish insolvency law, directors who fail to file for insolvency within thirty days of the company becoming insolvent face personal liability for the full amount of unsatisfied creditor claims. The SAP does not automatically suspend that thirty-day clock. What it does is provide a defence: a board that has appointed a licensed adviser and disclosed the SAP on the KRZ can demonstrate it took timely restructuring action. That demonstration can be decisive in any later white-collar defence or director liability claim. We secured a reversal of a creditor enforcement action exceeding PLN 1.8m for a manufacturing client in the Małopolska region (winter 2025) by establishing precisely this timeline.

For foreign-owned subsidiaries, the picture is more layered. EU Regulation 2015/848 on insolvency proceedings determines which member state's courts have jurisdiction based on the centre of main interests (COMI). A Polish subsidiary with its COMI in Poland falls under Polish restructuring law. Our note on cross-border insolvency involving Poland and Spain addresses how COMI analysis works in practice for dual-jurisdiction groups.

What must the board do right now?

Speed determines whether the SAP remains available. Three actions must happen in the first week.

  • Instruct a licensed restructuring adviser immediately – KIDR maintains the public register of qualified practitioners.
  • Prepare a preliminary list of creditors and classify claims as undisputed or disputed to verify the fifteen-percent threshold.
  • Disclose the adviser appointment on the KRZ – this is the act that starts the four-month clock and creates the board's liability defence.
  • Freeze non-essential payments that could later be challenged as preferential transfers under restructuring law.

One further step is often overlooked. If the company receives EU-funded grants or KPO subsidies, restructuring proceedings can trigger repayment clauses. Checking grant agreements before disclosure prevents an avoidable acceleration of public-law obligations. Our overview of EU funds compliance and KPO requirements in Poland explains the relevant conditions. We assisted a logistics operator in the Mazowieckie region (spring 2026) in preserving EUR 900,000 in KPO co-financing by sequencing the SAP disclosure correctly relative to the grant reporting deadline.

The irreversible consequence of delay is simple. Once the company crosses from threatened insolvency into actual insolvency and the thirty-day filing window expires without action, the SAP no longer provides a board liability shield. Personal liability crystallises. That outcome precludes any later argument that the board acted responsibly. The window to act is measured in days, not months.

A specific situation requires a specific response. If your company is approaching the insolvency threshold or has already missed financial obligations, the SAP may still be open – but only if you move now. To receive an expert assessment of your restructuring options and board liability exposure, contact info@kordeckipartners.com.

Frequently asked questions

Q: Can the SAP be used if one major creditor is already enforcing a court judgment?

A: Yes, provided the disputed-claims threshold is not breached. Enforcement by a single creditor does not automatically disqualify the debtor. However, once the adviser is disclosed on the KRZ, enforcement actions against assets covered by the arrangement proposal are suspended. The suspension lasts for the duration of the four-month voting period, giving the debtor breathing room to negotiate.

Q: How long does the full SAP process take from start to court confirmation?

A: The pre-court phase runs up to four months from KRZ disclosure. Court confirmation, once filed, typically takes four to eight weeks depending on the district court's caseload. A realistic total timeline is five to six months from the initial adviser appointment to a confirmed arrangement. That is significantly shorter than formal arrangement proceedings, which routinely extend beyond twelve months.

Q: Does the SAP protect the board against criminal liability for trading while insolvent?

A: The SAP does not provide automatic immunity from white-collar liability. What it does is create a documented record that the board recognised the financial difficulty and took a legally prescribed restructuring step within the required timeframe. In practice, prosecutors and courts treat timely SAP initiation as strong evidence of good faith. Combined with proper board minutes and adviser correspondence, it forms the core of any white-collar defence in later proceedings.

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, 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.