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.

The cross‑class cramdown mechanism

Another important change is the introduction of the cross‑class cramdown mechanism. This allows an arrangement to be approved despite opposition from certain groups of creditors, provided that other classes approve the plan and the court considers it compliant with the law. Moreover, the absolute priority rule ensures that higher‑ranking creditors are not disadvantaged, even if they voted against the arrangement.

This mechanism increases the chances of successful restructuring by limiting the ability of individual creditor groups to block the arrangement.

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 PZU is opened until its final discontinuance or until an application for approval of the arrangement is filed, the debtor benefits from full protection. During this period, creditors cannot file a bankruptcy petition against the debtor, even if formal grounds for doing so exist.

This solution fits directly within the EU concept of preventive restructuring, which is intended to provide entrepreneurs with a genuine opportunity to rescue their business before liquidation becomes necessary.

From the perspective of the economy, this represents a significant step forward. It may reduce the number of premature bankruptcies and help preserve jobs. On the other hand, some creditors express concern that such broad protection of the debtor could be misused as a means of gaining time rather than genuinely repairing 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.

What is the purpose of this obligation? It will enable the European Union to obtain a more complete picture of how the “second chance” system operates in Poland—namely, how effectively the legal framework helps entrepreneurs overcome financial difficulties and avoid liquidation. It also allows monitoring of whether the Polish restructuring model 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 introduce the obligation to prepare a creditor satisfaction test, a document comparing the effects of restructuring and bankruptcy. Its preparation requires a detailed valuation of assets, preparation of financial forecasts, and cost analysis, which involves greater involvement and workload for restructuring advisers and experts. However, this test constitutes a key instrument strengthening the position of the entrepreneur. It makes it possible to demonstrate transparently that restructuring is more beneficial for creditors than bankruptcy. As a result, the chances of obtaining support for arrangement proposals—and consequently concluding an arrangement—increase.

The amendment therefore enhances the predictability, transparency, and stability of restructuring proceedings, making them a more effective instrument for protecting and rebuilding enterprises.

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

The introduction of new obligations, such as the preparation of the creditor satisfaction test, the inclusion of secured creditors’ claims in the arrangement, and the cramdown mechanism, will not extend the duration of arrangement approval proceedings (Polish acronym: PZU). In proceedings that fully implement the provisions of the Directive—that is, arrangement approval proceedings—the fundamental four‑month duration remains unchanged.

What has changed is the increased degree of formalisation of the proceedings, which nevertheless provides entrepreneurs with greater predictability and certainty that the restructuring plan will be effective and that creditors will be properly protected. In practice, this means that the chances of genuinely rescuing the company and protecting the interests of all parties increase.

Can I still carry out restructuring under the old rules?

All proceedings opened after 23 August 2025 will already be conducted under the new regulations. Only those initiated earlier may continue under the previous legal framework.

In practice, this means that entrepreneurs planning restructuring should take the new procedural requirements into account and prepare to work with restructuring advisers on the basis of updated rules. Although the changes introduce greater formalisation, they also increase the transparency and effectiveness of the entire process. Their purpose is to ensure that restructuring becomes a genuine instrument for rescuing businesses rather than merely a formal procedure.

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.