A share purchase transfers ownership of a company, not just its assets. The collateral question is therefore not "what does the building cost" but "what does the company actually own, and what already encumbers it." Polish official registers answer parts of that question — but only parts. This page maps what each source shows, where the chain breaks, and what cannot be established from public records alone.
- What the National Court Register shows
- Registered share capital, number of shares, and management board composition. Source: Krajowy Rejestr Sądowy (KRS) · verified August 2026.
- What the Land and Mortgage Register shows
- Mortgages and encumbrances on real property owned by the target company. Source: Elektroniczne Księgi Wieczyste (EKW) · verified August 2026.
- What the Insolvency Register shows
- Whether restructuring or bankruptcy proceedings have been opened against the entity. Source: Krajowy Rejestr Zadłużonych (KRZ) · verified August 2026.
- What the Pledge Register shows
- Registered pledges over movable assets and receivables held by the target. Source: Rejestr Zastawów · verified August 2026.
What the National Court Register establishes
The KRS is the primary statutory source for Polish limited liability companies (sp. z o.o.) and joint-stock companies (S.A.). It records registered share capital and the nominal value of shares. It records the current management board and supervisory board. It records the company's registered seat and statutory object.
The KRS does not record the identity of shareholders in most company types. For a sp. z o.o., the shareholder list is a document filed with the court but not always current. Amendments to the shareholder list must be reported within seven days of any change, but the register reflects the last filed version — not necessarily the current ownership structure. For an S.A., shareholders are recorded in the share ledger held by the company itself, not in a public register.
Financial statements for entities subject to the filing obligation are attached to the KRS record. The quality and completeness of those filings varies. A filed statement is evidence that the document was submitted; it is not an audited confirmation of accuracy.
What the Land and Mortgage Register establishes
The EKW is the definitive public record for encumbrances on Polish real property. If the target company owns real estate, each property has a separate land register book (księga wieczysta). Section IV of each book lists mortgages by creditor, amount, and currency. Section III lists limited property rights and enforcement notices.
The register operates on the principle of public faith (rękojmia wiary publicznej ksiąg wieczystych). A buyer relying on the register's content in good faith is protected by statute. This makes the EKW the most legally significant single source in a collateral assessment of a property-holding target.
The EKW requires a land register number (numer KW) to retrieve a specific book. That number is not always visible in the KRS record. Identifying all books linked to a given entity requires cross-referencing the company's NIP or KRS number against property records — a step that is not automated in the public interface.
| Section | Content | Collateral relevance |
|---|---|---|
| III | Easements, usufructs, pre-emption rights, enforcement notices | Rights that survive a share transfer and affect asset use |
| IV | Mortgages: creditor, principal, currency, rank | Secured debt attached to the property; follows the asset, not the seller |
What the Pledge Register establishes
The Rejestr Zastawów records registered pledges (zastawy rejestrowe) over movable assets and receivables. A registered pledge is a security interest that binds third parties from the moment of registration. The register is searchable by the name of the pledgor — in a share purchase context, that is the target company.
A search returns pledge records showing the secured creditor, a description of the pledged asset, and the maximum secured amount. The register does not show whether the underlying debt has been repaid. A pledge entry persists until the creditor files for its deletion. An active entry is therefore evidence of a registered security interest; it is not conclusive proof that the debt remains outstanding.
Assets subject to registered pledges include machinery, inventory, receivables portfolios, and intellectual property in some configurations. In a manufacturing or trading company, the pledge register is frequently more material than the land register.
What the Insolvency Register establishes
The Krajowy Rejestr Zadłużonych, operational since December 2021, consolidates records of bankruptcy proceedings, restructuring proceedings, and debt enforcement against natural persons conducting business and legal entities. A search against the target company's KRS number or NIP returns any open or recently closed proceedings.
A negative result in the KRZ does not guarantee the absence of a filed application. An application is registered in the system after the court makes an entry; the interval between filing and registration creates a gap. For a time-sensitive transaction, a KRZ result should be treated as accurate to its retrieval date, not as a forward-looking clearance.
The KRZ also records consumer insolvency proceedings against individuals. In a share purchase where the seller is a natural person, a KRZ search against the seller's identity is a separate step from a search against the target company.
What the Beneficial Ownership Register shows
The Centralny Rejestr Beneficjentów Rzeczywistych (CRBR) records the ultimate beneficial owners of Polish legal entities. Entities are required to file their UBO data. The register is searchable by entity name or NIP number.
The CRBR shows the declared UBO, the legal basis for that classification, and the date of the last update. It does not independently verify the accuracy of the declaration. Where the declared ownership structure is complex or involves foreign holding vehicles, the register entry reflects what the entity has reported, not what an independent structural analysis would establish.
Access conditions and the scope of publicly available data in EU UBO registers have been subject to judicial review following CJEU case law. The current access regime for CRBR data should be verified against the register's own access rules at the time of retrieval.
Encumbrances that do not appear in any public register
Polish law recognises security interests and contractual restrictions that are not recorded in any public register. A financial pledge (zastaw finansowy) under the Act on Financial Collateral Arrangements is valid between parties without registration. A civil pledge (zastaw zwykły) under the Civil Code is not registrable in the Rejestr Zastawów. A shareholders' agreement may impose pre-emption rights, drag-along obligations, or transfer restrictions that bind the parties but are not visible in the KRS.
Tax liabilities crystallised but not yet the subject of enforcement proceedings do not appear in the KRZ. Social insurance arrears (ZUS) are similarly not visible in public registers until enforcement is initiated. These liabilities follow the company through a share transfer.
| Type of encumbrance | Register | Publicly visible |
|---|---|---|
| Mortgage on real property | EKW | Yes |
| Registered pledge on movables / receivables | Rejestr Zastawów | Yes |
| Bankruptcy / restructuring proceedings | KRZ | Yes |
| Financial pledge (zastaw finansowy) | None | No |
| Civil pledge (zastaw zwykły) | None | No |
| Shareholders' agreement restrictions | None | No |
| Tax arrears (pre-enforcement) | None | No |
| ZUS arrears (pre-enforcement) | None | No |
The limit of what the sources allow
The four registers described above — KRS, EKW, Rejestr Zastawów, and KRZ — together map the publicly verifiable encumbrance profile of a Polish company. That profile is incomplete by design. It reflects what the law requires to be registered, not what actually encumbers the asset.
The chain breaks at four points. First, shareholder identity in an S.A. is not a public record. Second, off-register security interests (financial pledges, civil pledges) are invisible to any public search. Third, the KRZ gap between filing and registration means a proceedings search is accurate only to its retrieval timestamp. Fourth, the CRBR reflects declared UBO data, not independently verified ownership.
A register search establishes what is recorded. It does not establish what is absent from the record. The report produced from these sources names each source, states what was searched, states what was found, and states at which point the public record ends. That boundary is stated before payment — not discovered after.
Frequently asked questions
Does a clean KRZ result mean the company is solvent?
No. The KRZ records proceedings that have been opened and registered. A company may have filed for bankruptcy within the registration gap, or may carry significant unregistered liabilities. A KRZ result is accurate to its retrieval date. It is not a solvency opinion.
If the land register shows no mortgage, is the property unencumbered?
The EKW is the authoritative record for mortgages and registered real property rights. If Section IV is clear, no registered mortgage exists. However, unregistered contractual liens, pending enforcement applications not yet entered, and fiscal privileges may not appear in the register. The EKW is the strongest single source; it is not exhaustive.
Can the shareholder list from the KRS be relied upon?
For a sp. z o.o., the KRS shareholder list reflects the last filed version. The filing obligation arises within seven days of any change. In practice, filings are sometimes delayed. The KRS list is a starting point; it should be compared against the company's internal share register and any shareholders' agreement disclosed in due diligence.
What is the difference between a registered pledge and a financial pledge?
A registered pledge (zastaw rejestrowy) is entered in the Rejestr Zastawów and is visible to third parties from that entry. A financial pledge (zastaw finansowy) under the Act on Financial Collateral Arrangements is effective between parties without registration. It does not appear in any public register. A buyer cannot detect a financial pledge through a register search alone.
Does a share purchase trigger any change in the company's existing encumbrances?
A share purchase changes the ownership of the company, not the company's legal identity. Existing registered encumbrances — mortgages, pledges, enforcement proceedings — remain attached to the company and its assets after the transfer. The buyer acquires the company together with its encumbrance profile.
Where the sources disagree
Discrepancies between sources are themselves a finding. A KRS record showing a management board member who no longer appears in the company's own filings indicates a delayed registration. A pledge register entry for an asset that the company's balance sheet no longer carries raises questions about disposal without deletion of the security. A CRBR declaration that does not match the KRS shareholder list requires explanation. Each discrepancy is documented in the report as a finding, not resolved by assuming one source is correct.
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.