Restructuring Proceedings in Poland – What Foreign Creditors Need to Know

The four types of proceedings

What does the procedure mean for your claim?

• Stay of enforcement: From the announcement in the KRZ (or the opening), enforcement of claims covered by the arrangement is generally suspended. The scope differs by procedure. In remedial proceedings, and in PZU from the announcement of the arrangement date (the remedial-proceedings rules apply accordingly), the ban also covers claims excluded from the arrangement, such as mortgage-secured claims. In PZU these effects lapse automatically if the debtor does not file the application for confirmation of the arrangement within four months of the announcement.
• Termination restrictions: Certain contracts (leases of the premises where the business is run, credit agreements for funds already made available, financial leasing, property insurance, bank accounts, sureties, licences, guarantees and letters of credit, and other contracts essential to the business) cannot be terminated on grounds that arose before the opening without consent (in court-run proceedings, the consent of the creditors' committee, rada wierzycieli). In accelerated arrangement proceedings the protection starts already with the announcement that the debtor's application has been filed. In PZU the ban applies accordingly from the announcement of the arrangement date until the end of the proceedings; as PZU has no creditors' committee, courts have held that such a termination is excluded altogether (a consensual termination with the supervisor's consent remains possible). A termination in breach of this ban is void. If, after the opening or the announcement, the debtor fails to pay obligations not covered by the arrangement, or another contractual ground for termination arises, termination remains possible.
• Pre-existing claims: Claims that arose before the arrangement date (dzień układowy) or the opening are covered by the arrangement. What counts is when the claim arose (e.g. delivery or acceptance of works), not when it fell due; periodic payments are split pro rata.
• New deliveries: Claims from deliveries made after that date are generally not covered and must be paid in the normal way. Even so, insist on prepayment or security.
• Set-off: Set-off of mutual claims that already existed before the opening generally remains possible. It is excluded mainly where the creditor became the debtor's debtor, or acquired its claim by assignment, after the opening.

Voting on the arrangement

Creditors are divided into classes (e.g. suppliers, banks, public creditors). The arrangement is adopted if, in each class, a majority of the creditors voting, holding at least two-thirds of the total claims of the creditors voting, votes in favour.

Since the reform of 23 August 2025, the following also applies:

• Best-interest test: The supervisor or administrator prepares a test (test zaspokojenia) comparing what creditors would receive under the arrangement and in bankruptcy, based on a going-concern and a liquidation valuation (not required where the debtor is a micro-enterprise).
• Cross-class cram-down: The arrangement can be adopted even if some classes vote against it, provided that a majority of classes (including at least one secured class or a class ranking above ordinary unsecured creditors) or at least one class that would receive something in bankruptcy votes in favour, and creditors holding at least half of the voting claims support it. Dissenting senior classes must then be paid in full before any junior class receives anything (absolute priority). The mechanism existed before, but the reform reshaped its conditions.
• Best-interest protection: The court must refuse confirmation if a creditor who voted against the arrangement objects, with justification, that it would be worse off than in bankruptcy (or than if the proceedings ended without an arrangement).

What you can do as a creditor

1. Check your claim: Is it listed correctly and in the right amount?
2. Assess the proposal: recovery rate, term, security, and comparison with the best-interest test.
3. Negotiate: better terms for your class, additional security, an upside-sharing clause.
4. Vote: in writing (PZU) or at the creditors' meeting, on time and in the proper form.
5. Object: vote against and file written objections in time (in court-run proceedings, within one week of the vote) if the arrangement leaves you worse off than bankruptcy. Only a creditor who voted against can rely on the best-interest test, and objections filed late are disregarded.
6. Monitor: If the arrangement is not performed, any creditor can apply for it to be set aside, and the court must set it aside if the debtor is not performing it or clearly will not perform it.
7. Challenge the PZU protection: In PZU, any creditor can ask the court to lift the effects of the announcement if they harm the creditors, or if the debtor was not eligible (e.g. a previous PZU with an announcement within the last ten years).