When Is a Company Insolvent under Polish Law — and When Does the 30-Day Bankruptcy Deadline Start?
This article is a chapter of the ebook “Shielding Directors: A Practical Guide for Foreign Directors of Polish Companies” — see the full table of contents or download the complete ebook (PDF).
Everything in Polish director liability converges on one factual question: when did the company become insolvent? From that date run thirty days to file (Art. 21 Bankruptcy Law) — and every board member bears the duty individually, with the power to file alone.
The two insolvency tests under Article 11 of the Bankruptcy Law
Loss of liquidity: the debtor loses the capacity to pay due pecuniary obligations; a delay exceeding three months presumes it. Over-indebtedness: liabilities exceed assets for more than twenty-four months — even if everything is paid on time — with shareholder loans excluded from the comparison and a balance-sheet presumption keyed to the filed accounts. Treat your annual financial statements as a liability document, not a formality.
The “temporary difficulties” trap (SN V CSK 211/10)
The merciful holding — transient payment halts are no bankruptcy ground — contains a dark joke: whether difficulties were temporary is knowable only in hindsight, when filing on time is no longer possible. The deadline then runs from the original cessation of payments, not from the day optimism expired. The court threw boards a lifeline; what the drowning received was a razor blade.
The operational rule: file on the doubt
The costs of filing early are bounded; the costs of filing late are the subject of Articles 299, 116 and 586. Boards that institutionalise a minuted, monthly solvency review against both tests convert an unanswerable hindsight question into an answerable routine.
Read the Full Guide
This chapter is part of the ebook “Shielding Directors: Navigating Personal Liability in Times of Financial Turmoil and Insolvency — A Practical Guide for Foreign Directors of Polish Companies.”
This article is general information, not legal advice.
Robert Nogacki – licensed legal counsel (radca prawny, WA-9026), Founder of Kancelaria Prawna Skarbiec.
There are lawyers who practice law. And there are those who deal with problems for which the law has no ready answer. For over twenty years, Kancelaria Skarbiec has worked at the intersection of tax law, corporate structures, and the deeply human reluctance to give the state more than the state is owed. We advise entrepreneurs from over a dozen countries – from those on the Forbes list to those whose bank account was just seized by the tax authority and who do not know what to do tomorrow morning.
One of the most frequently cited experts on tax law in Polish media – he writes for Rzeczpospolita, Dziennik Gazeta Prawna, and Parkiet not because it looks good on a résumé, but because certain things cannot be explained in a court filing and someone needs to say them out loud. Author of AI Decoding Satoshi Nakamoto: Artificial Intelligence on the Trail of Bitcoin’s Creator. Co-author of the award-winning book Bezpieczeństwo współczesnej firmy (Security of a Modern Company).
Kancelaria Skarbiec holds top positions in the tax law firm rankings of Dziennik Gazeta Prawna. Four-time winner of the European Medal, recipient of the title International Tax Planning Law Firm of the Year in Poland.
He specializes in tax disputes with fiscal authorities, international tax planning, crypto-asset regulation, and asset protection. Since 2006, he has led the WGI case – one of the longest-running criminal proceedings in the history of the Polish financial market – because there are things you do not leave half-done, even if they take two decades. He believes the law is too serious to be treated only seriously – and that the best legal advice is the kind that ensures the client never has to stand before a court.
