Services

    Insolvency and Corporate Restructuring in Poland

    Polish insolvency and restructuring law — debtor-side filings, director-liability defence (Art. 299 CCC) and creditor representation. English-speaking counsel in Kraków.

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    Restructuring lets a distressed company reach an arrangement with its creditors and keep trading, whereas bankruptcy satisfies creditors from the sale of the debtor's assets — and timing is decisive. A company's management has only 30 days from the onset of insolvency to file a bankruptcy petition, and missing that deadline can expose board members to personal liability with their private assets.

    Key facts

    Deadline to file for bankruptcy
    30 days from the onset of insolvency (Art. 21, Polish Bankruptcy Law)
    Insolvency presumption
    payment delays exceeding 3 months (Art. 11, Bankruptcy Law)
    Balance-sheet test (legal entities)
    liabilities exceed assets for over 24 months (Art. 11(2))
    Restructuring procedures
    4 types; most frequently chosen — arrangement-approval procedure
    Director liability
    personal — Art. 299 Commercial Companies Code + Art. 116 Tax Ordinance
    Register and form
    fully electronic via the National Debtors Register (KRZ), since 1 Dec 2021
    We advise businesses facing the threat of insolvency and those already in formal bankruptcy or restructuring proceedings — acting for both debtors and creditors. Insolvency arises when a debtor loses the ability to pay its due monetary obligations; the law presumes it where payment delays exceed three months, and for legal entities also where liabilities exceed assets for more than 24 months (Article 11 of the Polish Bankruptcy Law). From that point the management has 30 days to file a bankruptcy petition (Article 21), unless it opens restructuring proceedings in the meantime — which, if done in good time, protects both the company's assets and the directors from personal liability. For debtors we prepare bankruptcy petitions and restructuring applications, restructuring plans and creditor-arrangement proposals, negotiate with creditors, and defend board members against personal liability — under Article 299 of the Commercial Companies Code (civil obligations) and Article 116 of the Tax Ordinance (tax and social-security arrears), where filing "in good time" is the principal defence that releases a director from liability. For creditors we lodge claims in the KRZ register, challenge transactions that prejudice creditors, and pursue maximum recovery. Because restructuring is tax-heavy (debt write-offs and debt-to-equity conversions carry CIT/VAT consequences), we combine legal work with in-house tax advisory. Before proceedings open, recovery runs through our commercial disputes and debt-recovery service.

    When do you need this service?

    • Your company is losing liquidity and missing payment deadlines
    • You are a board member and want to avoid personal liability for the company's debts
    • You are considering restructuring but unsure which of the four procedures fits
    • Proceedings are already under way and you need representation before the court and the supervisor/receiver
    • You are a creditor and need to lodge a claim and monitor the proceedings
    • The deadline to file for bankruptcy has passed and you need an urgent risk assessment

    How the process works

    1. 1
      Early diagnosis and insolvency assessmentWe review the company's liquidity and balance sheet, determine whether and when insolvency arose, and map the running deadlines — above all the 30-day window to file for bankruptcy.
    2. 2
      Choosing the procedureWe recommend the right one of the four restructuring procedures (arrangement-approval, accelerated arrangement, arrangement, or remedial/sanation) or a bankruptcy petition, depending on the scale of debt, the need for protection from enforcement and the prospects of recovery.
    3. 3
      Arrangement proposals and creditor negotiationWe prepare the restructuring plan and arrangement proposals (write-down, instalments, debt-to-equity conversion) and negotiate towards the majority required to adopt the arrangement.
    4. 4
      Court and supervisor stageWe file electronically in the KRZ register, represent the company before the restructuring court and work with the court supervisor or administrator through to approval of the arrangement.
    5. 5
      Implementing the arrangementWe oversee performance of the approved arrangement, settlements with creditors and the tax consequences, so the business returns to stable operation.

    What you'll need

    • Current financial statements and balance sheet (plus liquidity data)
    • A list of creditors with amounts and maturity dates
    • A schedule of the company's assets and any security granted over them
    • Contracts central to the business (lease, loans, leasing, key client contracts)
    • Details of board members and their dates of appointment/resignation
    • Records of tax and social-security arrears (tax office, ZUS)

    What we cover

    • Pre-insolvency advisory and early-warning analysis
    • Filing insolvency and restructuring petitions
    • Restructuring plans and arrangement proposals
    • Creditor representation and claims filing
    • Challenging debtor transactions and asset recovery
    • Director liability advisory (liability for late filing)

    For foreign founders and investors

    Foreign creditors have the same rights in Polish bankruptcy and restructuring proceedings as domestic ones. Under EU Regulation 2015/848, Polish proceedings opened in the Member State where the debtor's centre of main interests (COMI) is located are automatically recognised across the EU, and a creditor from another Member State may lodge a claim using a standard, multilingual EU claim form, without bringing a separate Polish lawsuit to establish it.

    In Poland, claims are lodged electronically in the National Debtors Register (KRZ), as a rule within 30 days of the published bankruptcy announcement; the EU Regulation guarantees a foreign creditor a minimum of 30 days. We represent foreign companies and banks in lodging and defending claims, and we also act for foreign parent companies whose Polish subsidiary has run into distress and needs restructuring or a controlled wind-down.

    Foreign clients work with one team that handles the whole matter in English, German, Ukrainian and Russian, combines insolvency law with tax advisory, and — before proceedings open — pursues recovery through our commercial disputes and debt-recovery service (including the European Order for Payment and cross-border enforcement). Our firm has 20 years' experience acting for clients across the EU, the US and Ukraine. Where the debtor is not yet insolvent, the claim usually starts one step earlier — see commercial debt collection in Poland.

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    Frequently Asked Questions

    What is the difference between restructuring and bankruptcy?
    Restructuring allows the debtor to avoid bankruptcy by reaching an arrangement with creditors while continuing to operate. Bankruptcy, by contrast, aims to satisfy creditors from the liquidation of assets. Restructuring is generally the better option when there is a realistic prospect of restoring the business to financial health.
    When must a company's management file for bankruptcy?
    A bankruptcy petition must be filed within 30 days of the date on which the grounds for bankruptcy arose — i.e. when the company became unable to meet its financial obligations as they fell due. Failure to file within the statutory deadline may expose directors to personal liability for the company's debts to creditors.
    Can a creditor block the debtor's restructuring?
    A creditor may vote against the arrangement at the creditors' meeting; however, the arrangement is adopted if the required majority votes in favour. In certain circumstances, the court may approve the arrangement even without the consent of all creditors. We advise creditors on how to effectively protect their interests throughout the proceedings.
    How do I file a proof of claim in bankruptcy proceedings?
    A proof of claim is filed in writing with the receiver (syndyk) within the deadline set out in the bankruptcy declaration. Claims not filed in time risk being excluded from the distribution plan. We will help you file your claim correctly and monitor its status throughout the proceedings.
    What is the simplified restructuring procedure?
    The simplified restructuring procedure allows a debtor to open proceedings by publishing a notice in the National Insolvency Register (KRZ), without the need to file a court application. It provides immediate protection from enforcement and time to reach an arrangement with creditors. It is faster and less costly than traditional restructuring procedures.
    How can a board member avoid personal liability for the company's debts?
    The decisive step is filing the bankruptcy petition "in good time" — within 30 days of the onset of insolvency — or opening restructuring proceedings within that window. This is the principal defence that releases a director from both civil liability under Article 299 of the Commercial Companies Code and liability for tax and social-security arrears under Article 116 of the Tax Ordinance. We help you pinpoint the moment insolvency arose, meet the deadline, and — if a claim has already been brought — build the defence.
    My company is a foreign creditor in a Polish bankruptcy — how do I lodge a claim?
    Claims are lodged electronically in the National Debtors Register (KRZ), as a rule within 30 days of the published bankruptcy announcement; under EU Regulation 2015/848 a creditor from another EU Member State has at least 30 days and may use the standard EU claim form. We lodge the claim on your behalf, monitor the proceedings and defend it if disputed — in English or German.
    Which restructuring procedure is the fastest?
    The most frequently chosen and usually fastest is the arrangement-approval procedure, in which the debtor collects creditors' votes itself and the court only approves the arrangement. Remedial (sanation) proceedings offer the broadest protection and deepest restructuring but take the longest. The right track depends on the scale of debt, the need for protection from enforcement and the prospects of recovery — we select it individually after reviewing the company's position.

    Ready to discuss your case?

    Our lawyers are available to advise you in Polish, English, German, Ukrainian and Russian.

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