When a Polish asset is contributed as an in-kind consideration — to a company, a fund, or a financing structure — the collateral question is not whether the asset has value. The question is what already encumbers it, what claims rank ahead of any new security interest, and whether the value that appears on paper survives a search of the registries that record prior encumbrances.
This report maps what official Polish registers show about a deal-stage asset: existing charges, insolvency proceedings against the contributing party, regulatory restrictions on transfer, and gaps between the registered state and the contractual representations. The ceiling of what the sources allow is stated before payment.
- What the report covers
- Prior encumbrances, insolvency status of the contributor, regulatory restrictions on transfer, and discrepancies between registered state and deal documentation. Sources: KW (Land and Mortgage Register), KRS, RejZas, MIG, KRZ — verified June 2026.
- Access condition
- KW is publicly searchable by book number. KRS is publicly searchable by entity identifier. RejZas requires a registered account. KRZ is publicly searchable. Each requires a Polish national identifier or entity number to locate the correct record.
- What the sources do not show
- Undisclosed contractual encumbrances, unregistered pledges created under private agreement, and beneficial ownership beyond the registered shareholder layer.
- Turnaround
- Signal: 3 business days. Standard: 5 business days. Extended: 8 business days.
What encumbers a Polish asset before it reaches a new structure
Polish law provides several independent registers that record charges on assets. No single query covers all of them. A mortgage on real property is recorded in the Land and Mortgage Register (Księga Wieczysta). A registered pledge on movables or receivables is recorded in the Pledge Register (Rejestr Zastawów). A fiscal lien is recorded separately in the Tax Lien Register. An enforcement attachment may appear in none of these until a court order is served and registered.
Each register operates independently. A clean result in one does not substitute for a search of the others. The report runs all applicable registers against the asset identifier and the contributing entity, then maps the results in a single collateral matrix.
| Register | What it records | Access basis | Limitation |
|---|---|---|---|
| Księga Wieczysta (KW) | Mortgages, usufructs, easements, enforcement entries on real property | Public, searchable by KW number | Does not show unregistered contractual encumbrances; historical entries require archive access |
| Rejestr Zastawów (RejZas) | Registered pledges on movables, receivables, rights | Registered account required; fee per search | Does not capture unregistered contractual pledges or financial collateral arrangements |
| Krajowy Rejestr Sądowy (KRS) | Corporate structure, share capital, representation, pending proceedings | Public, searchable by NIP or KRS number | Lag between filing and publication; does not show shareholder-level pledges on shares directly |
| Krajowy Rejestr Zadłużonych (KRZ) | Insolvency and restructuring proceedings, enforcement suspensions | Public, searchable by entity | A pending filing may not yet appear; the register reflects court orders, not applications |
| MIG (Międzybankowa Informacja Gospodarcza) | Bank-reported credit events on entities | Restricted; institutional access or delegated query | Coverage limited to reporting banks; non-bank creditors absent |
The contributor's insolvency status and what it means for the transfer
An in-kind contribution made by an entity that is insolvent or in restructuring may be subject to challenge. The mechanism for that challenge is set by the insolvency law; this report does not qualify whether a challenge would succeed. What the report establishes is whether KRZ shows an active proceeding, whether KRS shows a court-appointed administrator or supervisor, and whether any enforcement suspension is in force at the date of the search.
The KRZ search covers the contributing entity by NIP and KRS number. A negative result in KRZ does not exclude a pending application that has not yet produced a court order. That boundary is stated in the report.
Where the contributor is a natural person, the search extends to the consumer insolvency section of KRZ. The access path differs from the entity search; the report covers both.
Share pledges and restrictions on the contributed interest itself
When the asset being contributed is a shareholding rather than physical property, the collateral question shifts. A pledge on shares in a Polish spółka z o.o. is recorded in the share register maintained by the company — not in a public register. KRS shows the share capital and the list of shareholders as last filed, but it does not show whether individual shares are pledged.
The report requests the current shareholder list from the entity's KRS file and identifies whether the articles of association contain transfer restrictions or pre-emption rights. It does not obtain the company's internal share register directly; that step requires a formal request to the company and is available at the Extended tier.
A pledge on shares in a spółka akcyjna is recorded with the entity holding the securities account. The report identifies the depository or registry and the mechanism; the actual encumbrance record requires a query to that institution, which is included at the Extended tier.
Regulatory restrictions on transfer
Certain Polish assets carry statutory transfer restrictions. Agricultural land is subject to pre-emption rights held by the Agricultural Property Agency (KOWR) under conditions set by the Act on the Management of Agricultural Property. Real property in special economic zones or covered by development agreements may carry contractual restrictions registered in KW. Regulated businesses — banking licences, insurance authorisations, concessions — may require regulatory approval before a change of control takes effect.
The report identifies which restrictions apply to the asset category and whether a registered entry or a public regulatory record reflects them. It does not advise on the procedure for obtaining approval; that is the province of legal counsel.
| Restriction type | Source of record | Covered in report |
|---|---|---|
| Mortgage / usufruct | KW | Signal, Standard, Extended |
| Registered pledge | RejZas | Signal, Standard, Extended |
| KOWR pre-emption (agricultural land) | KW entry + statutory basis | Standard, Extended |
| Insolvency / restructuring of contributor | KRZ, KRS | Signal, Standard, Extended |
| Articles-of-association transfer restriction | KRS filing | Standard, Extended |
| Regulatory approval requirement | Sector register (KNF, UOKiK, KOWR) | Extended |
| Share pledge (sp. z o.o.) | Company's internal share register (requested) | Extended |
The limit of what the sources allow
Polish public registers record what has been filed and accepted. They do not record what has been agreed privately. An unregistered contractual pledge, a side letter restricting transfer, or a shareholders' agreement creating pre-emption rights outside the articles — none of these appear in any register the report searches. The report states this boundary explicitly in the collateral matrix.
KRZ reflects court orders, not applications. A restructuring application filed the day before the search will not appear in the result. The report notes the date of the search and does not represent the result as covering the period after that date.
Beneficial ownership beyond the registered shareholder layer is not established by this report. The Central Register of Beneficial Owners (CRBR) shows the declared UBO; it does not verify the declaration against the underlying ownership structure. The report retrieves the CRBR entry at the Standard and Extended tiers and notes any discrepancy between the declared UBO and the KRS shareholder list, without qualifying the discrepancy.
Where the sources disagree
KRS shareholder lists are updated on filing; they may lag behind actual transfers. Where the KRS list and the CRBR declaration name different ultimate owners, the report records both entries, states the date of each, and does not resolve the discrepancy. That discrepancy is itself a finding.
KW entries reflect registrations as accepted by the court. Where the deal documentation describes the property differently from the KW entry — in area, boundaries, or rights attached — the report records both descriptions and the date of each source. Resolving the difference requires a land surveyor or notarial verification, which falls outside the scope of this report.
What is included at each tier
| Tier | Price (EUR) | What is included | Not included |
|---|---|---|---|
| Signal | €710 | KW search (up to two books) · KRS entity profile of contributor · KRZ insolvency check · RejZas pledge search · collateral matrix with source dates · limit-of-knowledge statement | CRBR beneficial owner entry · articles-of-association review · regulatory restriction identification · share pledge check · MIG query · discrepancy analysis across sources |
| Standard | €1,500 | All Signal deliverables · CRBR entry retrieval · articles-of-association review for transfer restrictions and pre-emption rights · KOWR pre-emption identification (agricultural land) · KRS filing history review · discrepancy table across all sources queried | Regulatory approval mapping (KNF, UOKiK, KOWR procedure) · share pledge check via company request · MIG institutional query · Extended-tier chain tracing |
| Extended | €3,400 | All Standard deliverables · formal request to company for internal share register (sp. z o.o.) · regulatory restriction and approval-requirement mapping across applicable sector registers · MIG query (where institutional access applies) · ownership chain tracing to the layer at which the source stops · written statement of where the chain terminates and why | Legal advice on challenge risk or approval procedure · verification of unregistered contractual encumbrances · court attendance or notarial acts |
Questions on scope and method
What identifier is needed to run the searches?
For a real property asset: the KW book number or the land parcel identifier (działka number with municipality). For a company or shareholding: the KRS number or NIP of the contributing entity. Where these are not available, the report begins with an identification step at no additional charge.
Does the report cover assets held through a foreign holding company?
The report covers the Polish asset layer and the Polish-registered entities in the ownership chain. Where the chain passes through a foreign entity, the report identifies the foreign entity by name and jurisdiction and states that the foreign layer falls outside the scope of the Polish-register search.
How is the collateral matrix structured?
Each row is one encumbrance type. Columns show: register searched, result (found / not found / access restricted), date of search, and the boundary of what that result establishes. The matrix is the primary deliverable; the narrative report explains the methodology and the limits.
What happens if a register is temporarily unavailable?
Polish electronic registers experience periodic maintenance windows. Where a search cannot be completed within the delivery window, the report notes the gap, records the attempted access date, and states that the result is pending. A supplementary page is delivered when access is restored, at no additional charge.
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.
Request this report
Send the asset identifier and the contributing entity's KRS number to info@kordeckipartners.com. The scope confirmation and delivery timeline are confirmed within one business day.