Before a foreign buyer or lender can assess collateral value in a Polish restructuring context, the ownership structure of the debtor entity must be established from primary sources. The collateral is only as reliable as the clarity of who holds it, who encumbers it, and what the restructuring proceedings have already done to it.
- What the sources show
- Registered shareholders, share capital, management board composition, registered office, and date of entry into the register. Source: Krajowy Rejestr Sądowy (KRS) · verified 17.07.2026
- Insolvency and restructuring status
- Active restructuring proceedings, appointed supervisor or administrator, and court orders affecting asset disposal. Source: Krajowy Rejestr Zadłużonych (KRZ) · verified 17.07.2026
- Pledge register
- Registered pledges over movables, receivables, and rights, including the pledgee and secured amount. Source: Rejestr Zastawów · verified 17.07.2026
- What the sources do not show
- Beneficial ownership beyond the first registered layer, off-register encumbrances, or the current liquidation value of pledged assets.
Why ownership structure matters when collateral is in play
Polish restructuring law — Act of 15 May 2015, Prawo restrukturyzacyjne — creates four distinct proceedings. Each imposes different restrictions on the debtor's ability to dispose of assets. A creditor holding collateral over an asset owned by a restructured entity needs to know which proceeding applies before relying on that collateral. The proceeding type determines whether court approval is required for asset disposal and whether a moratorium is in force.
The ownership structure report establishes the factual baseline: who holds the asset in the register, what encumbrances are recorded, and what the KRZ shows about current proceedings. That baseline precedes any valuation or enforcement analysis.
What the registers record and what they do not
KRS records the legal owner of shares or interests at the time of the last filed change. It does not record beneficial ownership. A foreign lender relying on KRS alone may be looking at a nominee layer. The Central Register of Beneficial Owners (CRBR) records the declared UBO, but the declaration is made by the entity itself — it is not independently verified by the registry.
The Pledge Register (Rejestr Zastawów) records registered pledges created under the Act on Registered Pledges and the Pledge Register. It does not record financial collateral arrangements, mortgages over real property (those appear in land and mortgage registers — księgi wieczyste), or pledges created under foreign law. A gap between the pledge register and the actual debt structure is common in cross-border transactions.
KRZ records restructuring and insolvency proceedings opened in Poland. It does not record foreign proceedings, even where the debtor's COMI may be disputed. It does not record informal workouts or pre-insolvency frameworks that have not yet reached the court.
| Question | Register | Coverage | Gap |
|---|---|---|---|
| Who is the registered owner? | KRS | Legal owner at last filing | Beneficial owner not shown |
| Who is the declared UBO? | CRBR | Self-declared beneficial owner | Declaration not independently verified |
| Are there registered pledges? | Rejestr Zastawów | Polish registered pledges | Mortgages, foreign pledges, financial collateral excluded |
| Is restructuring open? | KRZ | Polish court proceedings | Foreign proceedings, informal workouts excluded |
| Are there real property encumbrances? | Księgi wieczyste | Mortgages, usufruct, easements on registered property | Unregistered property not covered |
| Are there tax or ZUS liens? | No single register | Not consolidated in one source | Requires direct inquiry to US and ZUS |
Where the sources disagree
KRS and CRBR frequently show different persons in control. KRS reflects the formal shareholder of record. CRBR reflects the entity's own declaration of who ultimately controls it. Where those two differ, the divergence is itself a fact requiring explanation — not a data error to be resolved by choosing one source over the other.
KRZ and KRS may show conflicting pictures of management authority. Once a court appoints a supervisor (nadzorca sądowy) or administrator (zarządca), the debtor's management board may retain only limited powers. KRS may still show the board as registered — it is not automatically updated to reflect court-imposed restrictions. Both sources must be read together.
The limit of what the sources allow
The ceiling of what the sources allow is stated before payment. KRS shows the registered legal structure as of the last filed document. It does not show what occurred between filings. A share transfer agreed but not yet filed is invisible. A pledge created under a financial collateral arrangement governed by the Act of 2 April 2004 does not appear in the Pledge Register at all — it is a contractual arrangement, not a registered one.
KRZ shows proceedings opened by a Polish court. It does not show the current state of an arrangement plan (układ) once approved — the plan itself is a court document, not a continuously updated register entry. The report establishes what the register shows; it does not establish what has happened in the proceeding since the last court order was entered.
No Polish register consolidates tax authority claims (Urząd Skarbowy) and social insurance arrears (ZUS) into a single searchable entry. These may constitute statutory liens with priority over registered pledges. The report notes their absence from consolidated sources and identifies the inquiry path — it does not itself confirm their absence.
What the report establishes at each stage
The report is built in layers. Each layer adds sources. The Signal tier establishes the registered structure and the KRZ status. The Standard tier adds the Pledge Register, land and mortgage register entries for identified real property, and CRBR. The Extended tier adds a cross-check of filed KRS documents, identification of gaps between CRBR and KRS, and a structured summary of what the sources leave unresolved.
What is included at each tier
| Tier | Price (EUR) | Included | Not included |
|---|---|---|---|
| Signal | €590 | KRS extract (current): shareholders, management, registered capital, registered office. KRZ status: proceeding type, appointed officer, court. Preliminary assessment of register gaps. | Pledge Register. Land and mortgage register. CRBR. Filed KRS documents. Tax and ZUS inquiry path. Any source not listed under Included. |
| Standard | €990 | Everything in Signal, plus: Pledge Register search by debtor. Land and mortgage register extracts for identified real property. CRBR declared UBO. Comparison of KRS and CRBR ownership data. | Filed KRS documents (historical). Off-register encumbrances. Tax and ZUS inquiry. Foreign proceedings. Legal qualification of findings. |
| Extended | €2,200 | Everything in Standard, plus: review of filed KRS documents for the reporting period. Identification of gaps between CRBR declaration and KRS record. Structured summary of unresolved questions. Chronological register event log. | Legal advice. Enforcement strategy. Valuation of pledged assets. Proceedings outside Poland. Any matter requiring a court filing. |
Payment is by invoice. The scope is fixed before the report is commissioned. The ceiling of what the sources allow is described above — and is the same ceiling regardless of tier.
Frequently asked questions
Does a negative KRZ result confirm the debtor is not insolvent?
No. KRZ shows proceedings opened by a Polish court. A petition filed but not yet decided does not appear as an open proceeding. A negative result narrows the question — it does not close it.
Does the Pledge Register show all security interests over the debtor's assets?
No. Financial collateral arrangements, mortgages, and pledges created under foreign law do not appear in the Pledge Register. The register covers Polish registered pledges only. The report identifies which categories of security are outside register coverage.
Can the report confirm the current powers of the debtor's management board?
The report states what KRS and KRZ show as of the retrieval date. KRS may not reflect court-imposed restrictions on management authority. The report notes the discrepancy where it exists. It does not provide a legal opinion on the board's actual authority.
Is CRBR publicly accessible?
CRBR is a public register accessible without registration. The report retrieves and structures the data, cross-checks it against KRS, and identifies divergences. The value added is the cross-check and the structured output — not the raw access.
How long does the report take?
Signal: typically three to five business days from confirmation of the entity identifier. Standard and Extended: five to ten business days, depending on the number of real property entries identified. Timelines are confirmed at the point of commissioning.
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.