A Warsaw-based technology company receives an unexpected visit from officers of the Central Anti-Corruption Bureau (Centralne Biuro Antykorupcyjne, CBA). They carry a search warrant. The managing director is asked to stay. Within hours, the board member's phone, laptop, and corporate documents are seized. No charges have been filed – yet. What happens next determines everything.
White-collar criminal defence for Polish executives requires immediate, coordinated action across criminal, corporate, and insolvency law. Polish criminal procedure gives prosecutors broad investigative powers, including asset freezing orders that can be imposed within 24 hours of opening a formal inquiry. An executive who delays retaining specialist counsel – or who misreads the procedural stage – risks personal liability, travel bans, and restrictions that can permanently affect both the individual and the company.
This guide walks through the full defence cycle: how Polish white-collar investigations unfold, what triggers board liability under corporate and insolvency law, which procedural mistakes cost executives the most, and how to build a defensible position from day one. Three business scenarios – manufacturing, IT, and a foreign-owned subsidiary – illustrate how the same legal framework produces very different outcomes depending on preparation.
How do Polish white-collar investigations unfold?
Polish criminal proceedings in economic and financial matters are conducted primarily by the prosecutor's office (prokuratura), supported by specialised enforcement bodies. The Central Anti-Corruption Bureau, the Internal Security Agency (Agencja Bezpieczeństwa Wewnętrznego, ABW), and the National Revenue Administration (Krajowa Administracja Skarbowa, KAS) all have independent powers to initiate investigations. Understanding which body leads the inquiry shapes the defence strategy from the outset.
A formal investigation (śledztwo) begins when prosecutors identify grounds to suspect a crime has been committed. This is distinct from preliminary inquiries, which carry fewer procedural protections for the suspect. The critical threshold: once a person is formally presented with charges (zarzuty), the 14-day window to challenge the legality of any asset freeze begins to run. Missing that window forfeits the most direct route to releasing frozen funds.
Three phases define most white-collar cases in Poland:
- Pre-charge inquiry – searches, document seizures, witness interviews
- Formal investigation – charges presented, asset freezes possible
- Indictment and trial – before the district or regional court
Asset freezes deserve particular attention. Under Polish criminal procedure, a prosecutor may apply to freeze assets up to the estimated value of potential civil claims or fines – without a conviction. In practice, freezes exceeding PLN 5m are not uncommon in tax-fraud or bribery cases. A manufacturing client in Mazowieckie faced a freeze of this scale in autumn 2024; our team secured a partial release within six weeks by demonstrating the freeze was disproportionate to the alleged harm. Acting fast matters.
One procedural point executives routinely overlook: the suspect's right to remain silent applies from the moment charges are presented, not from the moment of arrest. Speaking to investigators before retaining counsel – even informally – can introduce statements that prosecutors later use to establish intent.
What triggers personal liability for Polish board members?
Board liability in Poland arises from at least three distinct legal regimes operating in parallel. Corporate legislation holds board members jointly and severally liable for company obligations when enforcement against the company itself fails. Insolvency law imposes a 30-day deadline for filing for insolvency once the company becomes insolvent – and personal liability for all unsatisfied creditor claims if that deadline is missed. Criminal law adds a further layer: fraudulent trading, false reporting to the National Court Register (KRS), and misappropriation of company assets each carry custodial penalties.
The insolvency filing deadline is the most commonly missed trigger. Many executives believe insolvency is a matter of cash flow alone. Polish law uses two tests: the cash-flow test (inability to meet obligations as they fall due for more than three months) and the balance-sheet test (liabilities exceeding assets for more than 24 months). Failing either test starts the 30-day clock. A board member who waits for the company's accountant to confirm insolvency – rather than taking independent legal advice – will almost always miss the filing window.
White-collar defence and insolvency proceedings are not mutually exclusive. In fact, a well-timed restructuring filing under the Prawo restrukturyzacyjne (Restructuring Law) can suspend enforcement action, protect assets, and demonstrate to prosecutors that the board acted responsibly once financial difficulties became apparent. This overlap between white-collar defence and restructuring Poland strategy is explored further in our analysis of cross-border insolvency involving Poland and Switzerland.
For foreign-owned subsidiaries, the liability picture is more complex. A German parent company whose Polish subsidiary faces insolvency may find that board members of both entities are drawn into Polish criminal proceedings – particularly if inter-company loans or transfer pricing arrangements are questioned. Our team obtained interim measures protecting assets worth over EUR 3m for a German investor's subsidiary in Lower Silesia (spring 2025), by establishing that the parent had acted in good faith throughout the restructuring process.
Which procedural mistakes cost executives the most?
Three errors appear repeatedly across Polish white-collar cases. First: cooperating with investigators without legal representation present. Polish criminal procedure does not prohibit investigators from conducting informal conversations before formal charges are presented. Executives who speak freely – believing they have nothing to hide – often inadvertently confirm facts that prosecutors use to establish the subjective element of an offence.
Second: failing to distinguish between civil, administrative, and criminal exposure. A KAS tax audit that results in a surcharge does not automatically trigger criminal liability. However, if the audit reveals evidence of deliberate falsification of records, the KAS is obliged to refer the matter to the prosecutor's office. Many executives focus entirely on the tax dispute and neglect to prepare a criminal defence strategy in parallel. This gap is particularly relevant for transfer pricing matters – see our guide on transfer pricing safe harbours under Polish law for the regulatory baseline.
Third: underestimating the reach of corporate criminal liability. Since 2023, Polish law has significantly expanded the conditions under which a legal entity itself can be held criminally liable for offences committed by its management. A company can now face fines of up to PLN 30m where it is shown that organisational failures enabled the criminal act. This creates a direct incentive for boards to implement compliance programmes before any investigation begins – not after.
What to prepare if an investigation is opened or anticipated:
- Retain specialist white-collar counsel immediately – before any voluntary cooperation with investigators
- Audit internal documents for privilege status and identify what is protected
- Review the company's insolvency position against both the cash-flow and balance-sheet tests
- Map all inter-company transactions that could be characterised as fraudulent preference or transfer pricing violations
- Assess whether a pre-pack arrangement or restructuring filing could stabilise the position
The pre-pack (przygotowana likwidacja) mechanism deserves a note here. A pre-pack allows the business to be sold as a going concern through insolvency proceedings, while shielding the acquirer from inheriting the seller's liabilities. For executives facing simultaneous criminal and insolvency exposure, a pre-pack can separate the business rescue from the personal defence – provided the process is initiated before the company's position deteriorates beyond repair.
How do different business scenarios change the defence strategy?
The same criminal allegation – say, fraudulent misrepresentation to a bank in connection with a credit facility – produces very different defence strategies depending on the company's sector, ownership structure, and financial position. Three scenarios illustrate this.
Manufacturing company, Polish ownership. A mid-size manufacturer in Silesia faces allegations that its board overstated inventory values in financial statements submitted to a state development bank. The board's priority is twofold: challenge the evidentiary basis of the valuation dispute and file for accelerated arrangement proceedings (postępowanie o zatwierdzenie układu) to demonstrate solvency. A restructuring filing under Polish law creates a formal moratorium, giving the board breathing room to negotiate with creditors while the criminal investigation runs in parallel.
IT company, foreign investor. A Warsaw-based software company with a US parent is investigated for allegedly underpaying VAT through artificial invoice chains. The US parent's exposure under its own jurisdiction – including potential sanctions implications – means the defence must be coordinated across at least two legal systems. Our restructuring and cross-border practice handles this type of multi-jurisdictional coordination; the US dimension is addressed in our overview of restructuring in the United States.
Foreign-owned subsidiary, German parent. The Polish subsidiary of a German group faces a criminal investigation into alleged bribery of a public procurement official. The German parent must assess its own exposure under German criminal law (which applies to acts committed abroad by German companies) while ensuring its Polish board members receive adequate local defence. Privilege issues are acute: communications between the German parent's in-house counsel and the Polish board may not be protected under Polish procedural rules in the same way they would be under German law.
In all three scenarios, the defence timeline is measured in weeks, not months. The first 30 days after an investigation opens – or after the board becomes aware of regulatory scrutiny – are decisive. Decisions taken (or not taken) in that window shape the entire trajectory of the case.
Frequently asked questions
Q: How long does a white-collar criminal investigation typically last in Poland?
A: Polish criminal procedure sets a three-month initial investigation period, extendable by the prosecutor or court. Complex financial cases regularly run for 18 to 36 months before an indictment is filed. The investigation phase is often more damaging than the trial itself – asset freezes, travel bans, and reputational exposure all arise during this period. Engaging specialist counsel early reduces the risk of procedural defaults that extend the investigation unnecessarily.
Q: Can a board member be held criminally liable even if they did not personally benefit from the alleged offence?
A: Yes. Polish criminal law does not require personal enrichment as a condition of liability for most economic offences. A board member who approved a transaction, signed financial statements, or failed to act on warnings from auditors can face criminal exposure regardless of whether they personally profited. This is a common misconception. The subjective element – intent or recklessness – is assessed against what the board member knew or should have known at the time.
Q: What does a white-collar criminal defence engagement typically cost, and how is it structured?
A: Fees depend heavily on the stage at which counsel is retained and the complexity of the matter. An investigation-stage retainer for a single executive typically involves a fixed monthly fee covering ongoing monitoring, document review, and investigator liaison, plus hourly or fixed fees for specific procedural steps. Trial representation is billed separately. Early engagement – before charges are presented – is consistently more cost-effective than crisis intervention after an indictment is filed.
For a tailored strategy on white-collar criminal defence for your executive team or company, reach out to info@kordeckipartners.com.
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 white-collar criminal defence, restructuring, and insolvency. We work with Polish entrepreneurs, foreign investors, and in-house legal teams navigating criminal and regulatory exposure in Poland. 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.