A contribution in kind transfers legal title to an asset into a company in exchange for shares. Before that transfer closes, the receiving entity needs to know two things: what the asset is actually worth as collateral, and what already encumbers it. Both questions are answered from official registers — not from the contributor's representations.
- What the document chain shows
- Ownership history, encumbrances, and restrictions registered against a Polish asset. Source: relevant Polish public registers · verified 01.06.2026
- Access condition
- Most Polish registers require a national identifier (PESEL or NIP) or a declared legitimate interest to obtain a certified extract. Foreign applicants cannot self-serve in most cases.
- What the registers do not show
- Unregistered contractual restrictions, side agreements, and off-register pledges are invisible to any register-based check.
- Ceiling
- The ceiling of what the sources allow is stated before any engagement. No register-based report establishes market value; valuation is a separate exercise.
Why collateral value depends on the document, not the asset alone
An asset contributed in kind becomes collateral for the receiving entity's creditors the moment it enters the balance sheet. Its collateral value is not its market value. Collateral value is market value minus the claims that rank ahead of any new creditor. Those claims are registered. They are checkable before the contribution closes.
Polish law provides several registers that record encumbrances. Each register covers a different type of claim, a different type of asset, and a different type of obligor. None of them covers everything. The checklist below maps which register answers which question.
The document checklist: register by register
| Register | What it records | What a contribution-in-kind review extracts | What it does not show |
|---|---|---|---|
| Land and Mortgage Register (KW) | Ownership, mortgages, easements, and other rights in rem over real property | Current owner, all registered mortgages with creditor and amount, easements that reduce usable value, any right of pre-emption | Unregistered encumbrances; pending applications not yet entered; informal arrangements between co-owners |
| Register of Pledges (Rejestr Zastawów) | Registered pledges over movable assets and rights | Whether a pledge exists, the pledgee, the secured claim amount, and the asset description | Possessory pledges (civil-law pledges); pledges registered in specialised registers (e.g. financial collateral) |
| National Court Register (KRS) | Legal entities: corporate structure, management, share capital, insolvency filings | Whether the contributor is a legal entity in good standing; whether any insolvency or restructuring proceeding is registered; authorised signatories | Beneficial ownership beyond the registered layer; off-register shareholder agreements |
| Central Register of Beneficial Owners (CRBR) | Ultimate beneficial owners of Polish legal entities | Declared UBO chain for a corporate contributor; discrepancies between KRS and CRBR entries | Beneficial ownership of foreign entities in the chain; accuracy of declarations is not verified by the register |
| National Debt Register (KRD) and BIK | Credit and payment defaults of natural persons and businesses | Whether the contributor carries registered payment defaults that may indicate undisclosed creditor claims | Claims not yet reported to the register; foreign creditor claims |
| National Insolvency Register (KRZ) | Insolvency, restructuring, and enforcement proceedings | Active proceedings against the contributor or the asset; historical proceedings within the statutory retention period | Proceedings filed but not yet published; proceedings whose retention period has expired |
| Tax authority records (US / UCS) | Tax arrears and tax liens | Existence of a registered tax lien; outstanding enforcement titles issued by tax authorities | Unregistered tax assessments under appeal; informal payment deferrals |
| Social insurance (ZUS) | Social contribution arrears | Whether ZUS holds an enforcement title against the contributor | Disputed assessments; instalments agreed informally |
Sequence matters: what to pull first
The KW extract is the starting point for any real property contribution. It shows the registered owner. If the contributor is not the registered owner, the contribution cannot proceed. That check takes minutes and costs nothing to identify — but extracting a certified KW extract as a foreign applicant requires a national identifier or a power of attorney held by a Polish-registered entity.
After KW, the Register of Pledges covers movable assets and rights. A machine, a fleet, a portfolio of receivables — all can carry a registered pledge that survives the contribution and binds the receiving entity. The pledge register is searchable by debtor identifier. Without the contributor's NIP, the search cannot be run.
KRS and CRBR run in parallel. KRS confirms that the contributor exists and is authorised to act. CRBR maps the beneficial owner. Discrepancies between the two are a result in themselves — they do not resolve automatically and require a separate explanation.
Access conditions for foreign applicants
Polish registers are not uniformly accessible to foreign principals. The table below states the access condition for each register reviewed in a standard contribution-in-kind check.
| Register | Public access | Condition for a foreign applicant |
|---|---|---|
| KW (Land and Mortgage Register) | Partial — online search by KW number is public | KW number must be known; certified extract requires PESEL/NIP or notarial power of attorney |
| Register of Pledges | Public search by debtor identifier | NIP of the debtor required; foreign applicants cannot run the search without it |
| KRS | Free and public online | KRS number or NIP required; documents downloadable without registration |
| CRBR | Public online | NIP of the entity required; data is self-declared and unverified by the register |
| KRZ (Insolvency Register) | Public online | Entity identifier required; historical data subject to statutory deletion |
| KRD / BIK | Not public — access requires consent of the data subject or statutory basis | Consent of the contributor required, or a statutory basis for access |
| Tax authority / ZUS | Not public | Contributor must request and provide a clearance certificate; third-party access is not available |
The limit of what the sources allow
Registers record what has been filed. They do not record what has not been filed. A mortgage that has not been registered does not appear in KW. A pledge that exists only as a contractual right — without registration — does not appear in the Register of Pledges. A tax assessment under appeal may not yet have produced a registered lien. These gaps are structural, not failures of the search.
CRBR records declared beneficial owners. The register does not verify those declarations. A chain that terminates at a Polish holding company may conceal a foreign ultimate owner. The register shows the declared chain; it does not confirm it.
KRZ records published insolvency proceedings. A proceeding filed but not yet published is invisible. A proceeding whose statutory retention period has expired is deleted. An absence of a KRZ entry does not certify that no proceeding has ever existed or that none is pending. The report states this limit explicitly. No register-based report can go beyond it.
Where the sources disagree
Discrepancies between registers are findings, not errors to be resolved before delivery. A KRS-registered shareholder who does not appear in CRBR as beneficial owner is a discrepancy. A KW-registered owner who differs from the KRS-registered entity presenting the asset is a discrepancy. These are reported as they stand, with the source and date of each entry.
Tax and ZUS clearance certificates are self-reported by the contributor. If the certificate date predates the contribution date by more than a short interval, the gap is noted. The report does not confirm that no new liability arose between the certificate date and the contribution date.
What a document review establishes — and what it does not
A register-based document review establishes: the registered owner, registered encumbrances, registered insolvency proceedings, the declared beneficial owner chain, and known defaults. It establishes these facts as of the date of each extract.
It does not establish: market value, collateral adequacy for any particular transaction, the legal effect of any encumbrance on the proposed contribution structure, or the completeness of the contributor's disclosures. Those questions require legal and valuation work that falls outside a factual register report.
Frequently asked questions
Can the KW be checked without the contributor's cooperation?
The online KW portal is publicly accessible if the KW number is known. The KW number is not always disclosed voluntarily. A Polish-registered entity with appropriate authorisation can obtain it from the cadastral records. Without the number, the online search cannot be initiated.
Does a clean Register of Pledges search confirm the asset is unencumbered?
A clean search confirms no registered pledge exists under the searched identifier as of the search date. It does not cover possessory pledges, financial collateral arrangements, or pledges registered under foreign law over assets located in Poland.
How current are the registers?
KW entries are updated as applications are processed; there is a lag between filing and entry. KRS and KRZ are updated on publication of court decisions. Each extract carries the date of the entry and the date of retrieval. The report states both dates for every extract used.
What if the contributor is a foreign entity?
A foreign contributor is not registered in KRS. The CRBR covers only Polish legal entities. For a foreign contributor, the beneficial ownership chain must be traced through the contributor's home jurisdiction registers, which carry their own access conditions and data limits. The report identifies the point at which the Polish register chain terminates and states why.
Is the CRBR entry reliable?
CRBR entries are self-declared by the entity. The register imposes a legal obligation to declare accurately, but does not independently verify the declarations. Discrepancies between CRBR and KRS shareholder lists are common and are reported as findings requiring explanation.
Disclaimer: This report is a factual compilation from official registers and public sources. It is provided for informational purposes only, does not constitute legal advice, and contains no legal qualification of the facts established. KORDECKI & Partners assumes no liability for actions taken or not taken based on this material. For advice regarding your particular situation, please contact info@kordeckipartners.com.