A contribution in kind transfers an asset into a legal structure. Before that transfer closes, the receiving entity — and any lender behind it — needs to know what the asset is actually worth and what already encumbers it. For Polish assets, that answer comes from a defined set of official registers. Each register shows something specific. None shows everything.
- What the land register shows
- Ownership, mortgage entries, easements, and pending notations. Source: Księgi Wieczyste (EKW) · verified 2026-07-15
- What the insolvency register shows
- Restructuring and bankruptcy proceedings against the contributing entity. Source: Krajowy Rejestr Zadłużonych (KRZ) · verified 2026-07-15
- What the pledge register shows
- Registered pledges over movables and rights, including priority ranking. Source: Rejestr Zastawów · verified 2026-07-15
- What the company register shows
- Entity status, share structure, and authorised signatories. Source: Krajowy Rejestr Sądowy (KRS) · verified 2026-07-15
- Access condition
- All four registers are searchable without prior registration. Fees and output formats vary by register.
What a collateral check on a Polish asset covers
Polish law routes security interests through separate registers depending on the asset class. Real property encumbrances are recorded in the land register (Księga Wieczysta). Pledges over movables, receivables, and intellectual property rights are recorded in the Rejestr Zastawów. A mortgage not yet entered in the land register, or a pledge not yet entered in the pledge register, does not have priority effect against third parties. The register entry is the encumbrance — not the underlying agreement.
A contribution-in-kind transaction therefore requires parallel register pulls, not a single search. The chain of title, the encumbrance stack, and the contributor's insolvency status must each be checked from its own source. Relying on a single document — even a notarised one — does not replace register-level verification.
| Register | Asset or entity type | What it records | What it does not record |
|---|---|---|---|
| Księga Wieczysta (EKW) | Real property | Ownership, mortgages, easements, pending applications | Informal arrangements, pre-registration mortgages, tax liens not yet notated |
| Rejestr Zastawów | Movables, rights, receivables | Registered pledge, priority date, pledgee identity | Unregistered contractual pledges, financial collateral under Art. 7 UFCU |
| Krajowy Rejestr Zadłużonych (KRZ) | Entity (contributor) | Restructuring and bankruptcy proceedings, enforcement suspensions | Filed but not yet published applications; foreign insolvency not mirrored here |
| Krajowy Rejestr Sądowy (KRS) | Entity (contributor) | Legal status, share structure, board, authorised signatories | Beneficial ownership beyond the first layer; pending but unpublished amendments |
| CRBR (beneficial ownership) | Entity (contributor) | Declared ultimate beneficial owners | Chains running through non-Polish entities; self-declared — not verified by register |
The insolvency dimension of a contribution in kind
A contribution made by an entity in financial distress can be challenged under Polish insolvency law. The Krajowy Rejestr Zadłużonych records active restructuring and bankruptcy proceedings. A clean KRZ result narrows the risk but does not eliminate it. An application filed but not yet processed does not appear in the register at the moment of search. The gap between filing and publication is a structural feature of the system, not an anomaly.
The report documents the KRZ result at a specific timestamp. Any change after that timestamp falls outside the scope of the check. For transactions with extended closing timelines, a repeat search closer to completion is a documented practice.
Registered pledges and financial collateral — two parallel tracks
Polish law maintains two distinct security interest regimes for movables and rights. The Rejestr Zastawów covers registered pledges under the Act on Registered Pledges and the Pledge Register. Financial collateral arrangements under the Act on Financial Collateral Arrangements operate outside that register. A search of the Rejestr Zastawów does not reveal financial collateral positions. Both regimes can run simultaneously over the same asset.
The report identifies registered pledge entries by priority date and pledgee. Financial collateral positions are flagged as a structural gap — not as absent, but as outside what the register can confirm or deny.
Where the sources disagree
A KRS filing may show a share transfer that has not yet been reflected in the CRBR declaration. A land register entry may show an ownership name that differs from the contributor's current registered name after a corporate reorganisation. These gaps are documented in the report as discrepancies, not resolved by selecting one source over another. The discrepancy itself is the finding.
The limit of what the sources allow
No Polish register records unregistered contractual pledges, informal security arrangements, or off-balance-sheet encumbrances. The CRBR records declared beneficial owners — the declaration is self-reported and not independently verified by the register authority. Where the contributing entity sits beneath a non-Polish holding structure, the CRBR chain terminates at the Polish layer. What lies above that layer is not visible from Polish registers alone.
A negative result in any register means no entry was found at the time of search. It does not mean no encumbrance exists. The report states this distinction explicitly for each register searched.
Tax liabilities and social insurance arrears are not recorded in any of the registers listed above. They become visible only through a clearance certificate issued to the entity itself — which requires the entity's cooperation. Where that cooperation is absent, the gap is documented as unverifiable from public sources.
What is included at each tier
| Tier | Price | Included | Not included |
|---|---|---|---|
| Signal | €290 | KRS entity status check; KRZ insolvency search; CRBR beneficial ownership extract; written summary of findings with source timestamps | Land register search; pledge register search; discrepancy analysis across sources; extended contributor history |
| Standard | €470 | Everything in Signal; Księga Wieczysta search for identified real property; Rejestr Zastawów search for contributor entity and asset; cross-source discrepancy table; flagged structural gaps | Financial collateral position verification; foreign register searches for non-Polish holding layers; tax and social insurance clearance status; legal qualification of findings |
| Extended | €960 | Everything in Standard; repeat KRZ and KRS search at closing date; documented gap analysis for each register including unverifiable items; CRBR chain mapped to stated limit with explanation of where chain terminates and why; full source log with retrieval timestamps | Legal advice or qualification; enforcement strategy; foreign jurisdiction register searches; tax clearance certificates; any item requiring entity cooperation |
Frequently asked questions
Does a clean land register mean the property is unencumbered?
A clean Księga Wieczysta means no mortgage, easement, or pending notation is recorded at the time of search. It does not cover unregistered contractual arrangements or tax liens not yet notated. The report states what the register shows and names the categories it cannot confirm.
Is the CRBR reliable for identifying the ultimate beneficial owner?
The CRBR records the declared beneficial owner. The declaration is submitted by the entity, not verified by an authority. Where the ownership chain passes through a non-Polish entity, the register records the Polish layer only. The report documents the declared chain and identifies where it terminates.
How current is the insolvency search?
The KRZ search reflects the register state at the moment of retrieval. A filing submitted but not yet processed does not appear. The report records the retrieval timestamp. For transactions with a gap between report date and closing date, a repeat search is available under the Extended tier.
What happens if the contributor is a foreign entity with a Polish subsidiary?
Polish registers cover Polish-registered entities and Polish-situated assets. The foreign parent entity is outside the scope of Polish register searches. The report documents this boundary explicitly and does not extrapolate findings to the parent layer.
Can the report confirm absence of financial collateral arrangements?
No. Financial collateral under Polish law operates outside the Rejestr Zastawów. The report flags this as a structural gap and does not represent the absence of entries as confirmation that no such arrangement exists.
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.