The amendment affects the way proceedings are conducted, relations with creditors and the pace of company rescue. What does this mean for entrepreneurs in Poland? Will restructuring become a real opportunity to save a business or rather a cause for concern?

What is restructuring and who does it affect?

Restructuring is a procedure aimed at rescuing a company threatened by financial problems and avoiding its bankruptcy. It involves working out new rules for the repayment of liabilities with creditors. This applies to entrepreneurs in crisis who are having difficulty paying their current liabilities but still have a chance to continue their business, as well as creditors who, thanks to the arrangement, can recover more than in the case of bankruptcy.

What is changing in the restructuring process?

The amendment has harmonised and adapted the restructuring process to EU regulations so that Polish entrepreneurs have similar chances of successfully emerging from the crisis as in other European countries. It is worth noting that a significant part of the institutions that were, in a sense, ‘imposed’ by the Second Chance Directive already had their direct or indirect counterparts in Polish restructuring law. However, the new regulations introduce significant improvements: on the one hand, they strengthen the protection of creditors, and on the other, they give debtors a real opportunity to repair their businesses on terms even closer to European standards.

Satisfaction test

One of the biggest changes is the obligation to prepare a satisfaction test for creditors. The test is designed to show whether creditors will recover more under an arrangement with the debtor or in the event of the company’s bankruptcy. It compares three scenarios: continuing operations in accordance with the restructuring plan, selling the entire company in bankruptcy, and selling the assets in parts. The test gives creditors a complete picture of the benefits of restructuring and increases the transparency of the proceedings. This obligation does not apply to micro-entrepreneurs. This is a significant step towards better regulation of the profitability of restructuring for all creditors, not just public law creditors.

Cramdown mechanism

Another important change is the so-called cross-class cramdown mechanism. It allows for the approval of an arrangement despite the opposition of some creditors if other classes accept the plan and the court finds it to be lawful. Furthermore, the absolute priority rule guarantees that creditors with a higher degree of satisfaction will not be disadvantaged, even if they voted against the arrangement. The mechanism increases the chances of successful restructuring by limiting the possibility of blockage by individual groups of creditors.

In practice, an arrangement may be accepted if:

• the majority of creditor groups vote ‘yes’, including at least one secured or preferred group, or
• at least one group that would have a chance of receiving any satisfaction in bankruptcy (assuming the company continues to operate) supports the arrangement.

In both cases, it is also necessary for creditors representing at least half of the total amount of claims eligible to vote to support the arrangement.

It is worth noting that a similar mechanism already existed in Polish law (Article 119(3)), but its adaptation to the requirements of the EU Second Chance Directive is one of the key and most practical changes in the amendment.

Coverage of claims secured by law

Until now, in restructuring proceedings, creditors secured by collateral, i.e. banks with mortgages on real estate or pledges on machinery, had to give their consent for their claims to be covered by the arrangement (unless they were offered 100% repayment). After the amendment, this obligation disappears. From now on, such claims are covered by the arrangement by operation of law.

This is a major change that may speed up and simplify the entire restructuring process. The debtor no longer has to wait for the bank’s formal consent, and creditors remain protected by the regulations.

Prohibition on declaring bankruptcy during arrangement approval proceedings

The new regulations introduce the inadmissibility of declaring bankruptcy during arrangement approval proceedings (PZU). What does this mean in practice? From the moment the PZU is opened until its final cancellation or the submission of an application for approval of the arrangement, the debtor enjoys full protection. During this time, creditors cannot file for bankruptcy, even if there are formal grounds for doing so.

This solution fits in perfectly with the EU concept of so-called preventive restructuring, i.e. giving entrepreneurs a real chance to save their business before the company is liquidated.

From an economic perspective, this is a big step forward. It can reduce the number of premature bankruptcies and help preserve jobs. On the other hand, some creditors fear that such broad protection for debtors could be abused, i.e. used as a way to gain time rather than to actually remedy the financial situation.

Reporting proceedings to the European Commission

The amendment also introduces a new obligation to collect and transmit data on restructuring and insolvency proceedings. According to the provisions, all information on the course of such proceedings (from the number of applications submitted, through the time taken to process them, to data on declared bankruptcies or re-restructuring) will be systematically transmitted to the European Commission.

The Minister of Justice is responsible for reporting and will collect and aggregate data in accordance with EU standards.

Why all this? This will give the European Union a more complete picture of how the ‘second chance’ system works in Poland, i.e. how effectively our regulations help entrepreneurs to emerge from the crisis and avoid liquidation. It is also a way of monitoring whether the Polish restructuring model actually meets European standards of efficiency and transparency.

How will the changes affect entrepreneurs?

The amendment to the restructuring regulations will not adversely affect entrepreneurs in financial difficulties. On the contrary, the solutions introduced are intended to increase the efficiency of proceedings and facilitate reaching agreements with creditors.

The changes provide for the obligation to prepare a creditor satisfaction test, i.e. a document comparing the effects of restructuring and bankruptcy. Its preparation requires a thorough valuation of assets, the development of financial forecasts and cost analysis, which involves greater involvement and effort on the part of restructuring advisers and experts. However, this test is a key instrument for strengthening the position of the entrepreneur. It allows for a transparent demonstration that restructuring is a more advantageous solution for creditors than bankruptcy. This increases the chance of obtaining support for arrangement proposals and, consequently, of concluding an arrangement.

The amendment thus increases the predictability, transparency and stability of restructuring proceedings, making them a more effective tool for protecting and rebuilding businesses.

Could the increased formalities prolong the duration of the arrangement approval proceedings?

The introduction of new obligations, such as the preparation of a creditor satisfaction test, the inclusion of secured creditors’ claims in the arrangement, or the cramdown mechanism, will not prolong the duration of the arrangement approval proceedings. In proceedings that fully implement all the provisions of the Directive, i.e. proceedings for the approval of an arrangement, the four-month period has not changed significantly.

The change is a greater degree of formalisation of the proceedings, which, however, gives entrepreneurs greater predictability and certainty that the restructuring plan will be effective and that creditors will be properly secured. In practice, this means that there is a greater chance of actually saving the company and protecting the interests of all parties.

Can I still carry out restructuring under the old rules?

All proceedings opened after 23 August 2025 will be conducted in accordance with the new regulations. Only those initiated earlier will be able to proceed under the existing regulations.

In practice, this means that entrepreneurs planning restructuring should take into account the new procedural requirements and prepare to work with advisers based on the updated rules. Although the changes entail greater formalism, they also increase the transparency and effectiveness of the entire process. They therefore serve to make restructuring a real tool for rescuing companies, rather than just a formality.

Summary

The amendment to the restructuring law introduces a number of changes that are intended to increase the protection of creditors and, at the same time, give entrepreneurs greater predictability in situations of financial crisis. It is also a step towards full compliance with EU Directive 2019/1023, known as the Second Chance Directive, which all EU Member States had to implement.

New obligations, such as the creditor satisfaction test and the cramdown mechanism, make the procedure slightly more formalised. In practice, however, they increase the chances of successfully rescuing a company and bring Polish regulations into line with European restructuring standards.

Thanks to these changes, creditors gain a real opportunity to verify the level of their satisfaction both under the arrangement and in possible bankruptcy proceedings. For entrepreneurs, on the other hand, it will now be important to prove that restructuring is more advantageous than bankruptcy, which allows them to gain support for the arrangement plan.

Restructuring ‘in the new way’ therefore focuses on what is most important:

• transparency of proceedings,
• protection of the interests of all parties,
• a real possibility of continuing operations instead of quick liquidation.

This is not just a change in regulations, it is a change in the approach to saving companies in Poland.