Poland

A look at corporate, personal and, where relevant, partnership insolvency proceedings in Poland, with a brief description to explain key features, as part of our Dictionary of Insolvency Terms in EU Member States. In particular, we highlight who controls the procedure and whether it is likely to be accompanied by a moratorium to prevent enforcement.


Postępowanie w przedmiocie zatwierdzenia układu

Proceedings for the approval of an arrangement

  • An out-of-court process for a company that is insolvent or threatened by insolvency.
  • The debtor, whose disputed claims must not exceed 15% of total claims, appoints a qualified restructuring supervisor to assist in drawing up a restructuring plan/arrangement proposal.
  • The proposal is circulated to creditors and adopted if it is supported by at least 50% of the creditors entitled to vote on the arrangement that holds at least two-thirds of the total value of claims. If the thresholds are met, the debtor files a petition with the court for approval of the arrangement (which is the only element of court supervision).
  • On approval, enforcement proceedings concerning claims covered by the arrangement are suspended but creditors that fall outside of the arrangement are still able to enforce their rights.
  • Secured claims are not compromised by the arrangement to the extent they are covered by the value of the secured asset and, unless secured creditors agree to compromise their enforcement rights, they may commence enforcement proceedings in respect of secured assets.
  • The company can continue to trade as a going concern during implementation of the procedure.

Przyspieszone postępowanie układowe

Accelerated arrangement proceedings

  • A process with greater court involvement than the above postępowanie w przedmiocie zatwierdzenia, available for an insolvent company or one threatened by insolvency whose disputed claims must not exceed 15% of total claims.
  • Typically, on opening proceedings, the court appoints a court supervisor whose consent is required for all actions outside the company’s ordinary administration.
  • Voting on the debtor’s proposal takes place at a court-convened creditors' meeting after approval by the court of the creditors entitled to vote using a simplified procedure. The arrangement is adopted if it is supported by at least 50% of creditors holding at least two-thirds of the total value of voting claims.
  • On approval, enforcement proceedings concerning claims covered by the arrangement are suspended but creditors that fall outside of the arrangement are still able to enforce their rights.
  • Secured claims are not compromised by the arrangement to the extent they are covered by the value of the secured asset and, unless secured creditors agree to compromise their enforcement rights, they may commence enforcement proceedings in respect of secured assets.
  • The company can continue to trade as a going concern during implementation of the procedure.

Postępowanie układowe

Arrangement proceedings

  • A process with greater court involvement than the approval of an arrangement process, available for an insolvent company or one threatened by insolvency that disputes more than 15% of total claims against it.
  • Typically, on opening the proceedings, the court appoints a court supervisor whose consent is required for all actions outside the company's ordinary administration.
  • Voting on the debtor's proposal takes place at a court-convened creditors’ meeting after approval by the court of the creditors entitled to vote. The court considers the creditors in a more detailed procedure to that in accelerated arrangement proceedings and creditors are entitled to file objections.
  • The arrangement is adopted if it is supported by at least 50% of creditors holding at least two-thirds of the total value of voting claims.
  • On approval of the arrangement, enforcement proceedings concerning claims covered by the arrangement are suspended but creditors that fall outside of the arrangement are still able to enforce their rights.
  • Secured claims are not compromised by the arrangement to the extent they are covered by the value of the secured asset and, unless secured creditors agree to compromise their enforcement rights, they may commence enforcement proceedings in respect of secured assets.
  • The company can continue to trade as a going concern during implementation of the procedure.

Postępowanie sanacyjne

Rehabilitation proceedings

  • A process commenced by a debtor or creditor’s petition against an insolvent company or one threatened by insolvency. The procedure is most appropriate where the restructuring of debts is not sufficient and a thorough restructuring of the debtor’s business is required.
  • Typically, on opening the proceedings, the court appoints an administrator to take over the business.
  • Voting on the debtor’s proposal takes place at a court-convened creditors’ meeting after approval by the court of the creditors entitled to vote. The court considers the creditors in a more detailed procedure to that in accelerated arrangement proceedings.
  • The arrangement is adopted if it is supported by at least 50% of creditors holding at least two-thirds of the total value of voting claims.
  • On the opening of the proceedings, all enforcement proceedings concerning claims covered by the arrangement as well as those not covered by the arrangement are suspended.
  • The company can continue trading as a going concern during implementation of the procedure.

Układ częściowy

Partial agreement

  • A procedure involving an arrangement with specific creditors (e.g. secured creditors) provided they are selected by reference to objective factors.
  • This is not a separate restructuring procedure but may be utilised within proceedings for the approval of the arrangement, or accelerated arrangement proceedings.
  • Secured creditors may be included in the arrangement without their consent provided they are to be fully satisfied or are likely to recover no less than they would receive on enforcement of their rights.

Postępowanie upadłościowe

Bankruptcy proceedings / Insolvency proceedings

  • A process involving the liquidation of the debtor’s assets and the cessation of its business.
  • Commenced by a debtor or creditor’s petition declaring bankruptcy.
  • The court will open bankruptcy proceedings if the debtor is insolvent. There are two tests of insolvency. The balance sheet test considers whether a company’s liabilities (excluding future liabilities, contingent liabilities and shareholder loans) are greater than the value of its assets. Using this approach, a company is insolvent if the value of its assets is less than the amount of its liabilities and this state of affairs has persisted for a continuous period of 24 months. The cash flow test considers whether a company is able to pay its debts as and when they become due. There is a legal presumption that a debtor is insolvent when it is in default for over three months, but this may be rebutted.
  • If approved, the court appoints a trustee to take over the management of the debtor’s business, realise its assets and distribute the proceeds to creditors in the statutory order.
  • Secured creditors are satisfied by the trustee from the price obtained from the realisation of the secured asset less the costs of realisation and other costs of the bankruptcy proceedings in an amount no higher than one-tenth of the sum realised from the secured asset.
  • No enforcement proceedings, even by secured creditors, may be conducted or initiated during the bankruptcy proceedings.

Przygotowana likwidacja / pre-pack

Pre-packaged insolvency / pre-pack

  • The court declares bankruptcy and approves the terms of a sale agreement (attached to the petition) for the sale of the whole or a substantial part of the debtor's business.
  • The sale agreement must contain, at least, details of the price, the purchaser and a valuation report prepared by a court-certified expert.
  • The court will typically approve the petition and sale agreement if the proposed price exceeds the estimated realisations in a liquidation after deducting estimated costs.
  • The main differences in comparison to standard bankruptcy proceedings include an arrangement under which the sale of all or part of a company’s business or assets is negotiated with a purchaser prior to the filing for bankruptcy and the conclusion of the sale agreement shortly after approving the bankruptcy petition, both of which result in the quicker satisfaction of creditors and much shorter bankruptcy proceedings.

Upadłość osób fizycznych nieprowadzących działalności gospodarczej, upadłość konsumencka

Consumer bankruptcy

  • A procedure similar to standard bankruptcy proceedings for insolvent natural persons (consumers) who are not engaged in business activity.
  • A trustee is appointed, prepares an inventory and list of claims, and then liquidates the debtor’s assets.
  • Secured creditors are satisfied by the trustee from the realisation of their encumbered assets less the costs of realisation of the asset and other costs of the bankruptcy proceedings, in an amount no higher than one-tenth of the sum realised from the secured asset. However, if the trustee sells an encumbered residential property, there may also be deducted from the proceeds of realising the security, a sum for the debtor to rent an alternative residential property for 12 or even 24 months.
  • No enforcement proceedings may be conducted or initiated during the course of bankruptcy proceedings.

Zasady ogólne

General provisions

  • Generally, enforcement is carried out through court enforcement proceedings.
  • Court enforcement proceedings may only be commenced on the basis of an enforcement title together with an “enforcement clause” – a court deed that includes a court statement that the writ entitles the security holder to execution and, if necessary, defines its scope.
  • Under Polish law an enforcement title may, among others, take the form of a notary deed, under which the debtor voluntarily submits to enforcement, or a court judgment.
  • Usually, the creditor files an application with the enforcement officer or the court, setting out the debtor’s asset against which such enforcement proceedings should be carried out.
  • Most commonly, the enforcement officer will seize and sell certain of the debtor’s assets. Under certain conditions, the creditor may request the court to place part of the debtor’s business in receivership (zarząd przymusowy) and satisfy creditor’s claim from the profits of the enterprise.

Egzekucja hipoteki

Enforcement of mortgages

  • A mortgage can only be enforced through court proceedings commenced on the basis of an enforcement title together with an “enforcement clause” – a court deed that includes a court statement that the writ may be executed and, if necessary, defines its scope.
  • Under Polish law an enforcement title may, among others, take the form of a notary deed, under which the debtor voluntarily submits to enforcement (in financing transactions, lenders usually require that debtors provide a declaration of voluntary submission to enforcement) or a court judgment.

Egzekucja zastawu zwykłego

Enforcement of civil pledges

  • A civil pledge can only be enforced through court proceedings.
  • Court enforcement proceedings may only be commenced on the basis of an enforcement title together with an “enforcement clause” – a court deed that includes a court statement that the writ may be executed and, if necessary, defines its scope.
  • Under Polish law an enforcement title may, among others, take the form of a notary deed, under which the debtor voluntarily submits to enforcement (in financing transactions, lenders usually require that debtors provide a declaration of voluntary submission to enforcement) or a court judgment.

Egzekucja zastawu finansowego

Enforcement of financial pledges

  • Financial pledges may be enforced through either court enforcement proceedings or, if the pledge agreement so provides, one of the out-of-court enforcement methods listed in the act on financial collateral.
  • Such methods include the creditor taking over the pledged asset for an agreed value to be applied to satisfy the secured claim, and the right of the creditor to sell the pledged asset and to satisfy its claim from the sale proceeds.

Egzekucja zastawu rejestrowego

Enforcement of registered pledges

Registered pledges may be enforced through either court enforcement proceedings or, if the pledge agreement so provides, one of the out-of-court enforcement methods listed in the act on registered pledges. Such methods include:

  • The creditor taking over the pledged asset for an agreed value to be applied to satisfy the secured claim.
  • An extrajudicial sale of the asset by a notary public or an enforcement officer.
  • Appointment of a special receiver and the creditor's claim being satisfied from the profits of the enterprise (only if there is a registered pledge over a set of assets).
  • The creditor being entitled to satisfy its claim from the profits from lease of the enterprise (only if there is a registered pledge over a set of assets).

Anticipated changes in the next two years

The EU Directive on Restructuring and Insolvency1 requires Member States to incorporate minimum common standards into their national restructuring and insolvency laws by 17 July 2021. The intention of the Directive is to reduce barriers to the free flow of capital stemming from differences in Member States’ restructuring and insolvency frameworks, and to enhance the rescue culture in the EU.

Notable features required to be included in Member States’ national laws include:

  • An effective preventive restructuring framework to enable debtors experiencing financial difficulties to restructure at an early stage, with a view to preventing insolvency and ensuring their viability.
  • A stay of up to four months extendable to up to 12 months to support negotiations of a restructuring proposal, which should prevent individual enforcement action and include rules preventing the withholding of performance, termination, acceleration or modification of essential contracts.
  • An ability to cram down dissenting classes of creditors.
  • Adequate protection for financing needed to allow the business to survive or to preserve the value of the business pending a restructuring, and for new financing necessary to implement a restructuring plan.
  • Provision for honest, insolvent entrepreneurs to have access to a procedure that can lead to a full discharge of their debts (subject to limited exceptions) within three years.

In Poland, the reform of the insolvency and restructuring law which entered into force in January 2016 already takes account of the changes required by the Directive. For example, Polish restructuring law already includes such features as: flexible preventive restructuring frameworks, the prohibition of ipso facto clauses, a moratorium on enforcement (including secured claims and preferential creditors), the debtor being in control of its assets and the day-to-day operation of its business, the right of a debtor to submit a restructuring plan, etc. Consequently, only very moderate reforms to the existing Polish bankruptcy and restructuring regimes are necessary.

Changes to consumer bankruptcy regulations have been proposed and are currently under consideration by the legislature.

Contact: Krzysztof Kycia


Directive (EU) 2019/1023 of the European Parliament and of the Council of 20 June 2019 on preventive restructuring frameworks, on the discharge of debt and disqualifications, and on measures to increase the efficiency of procedures concerning restructuring, insolvency and the discharge of debt, and amending Directive (EU) 2017/1132.