When a Polish business partner files for insolvency or restructuring, you will quickly begin
receiving correspondence signed by individuals with titles like Syndyk, Nadzorca, or
Zarządca.
For foreign creditors and international lawyers, this terminology can be confusing. Who
actually has the authority to sign contracts? Who controls the company’s bank accounts?
Under Polish law, the answers depend entirely on the type of proceeding that has been
opened.
Here is a clear breakdown of the key actors in Polish insolvency and restructuring
proceedings.
1. The Receiver (Syndyk) – Total Control in Bankruptcy
If your debtor has officially entered Bankruptcy Proceedings (Upadłość), the key figure is
the Syndyk (Receiver or Trustee in Bankruptcy).
● Role: The Syndyk is a licensed professional appointed by the bankruptcy court. Their
sole objective is to take control of the debtor’s assets, liquidate them (sell them off),
and distribute the proceeds to creditors.
● Control Level: Absolute. The moment bankruptcy is declared, the company’s
management board loses the right to manage and dispose of the company’s assets.
The Syndyk becomes the only person authorized to represent the bankrupt estate.
● What you should do: If you receive a notice from a Syndyk, you can no longer
negotiate payment terms with the former directors. All correspondence, claims, and
inquiries must be directed to the Syndyk via the digital KRZ system.
2. The Supervisor (Nadzorca) – Oversight in
Restructuring
If the company is undergoing Restructuring (Restrukturyzacja), the approach is entirely
different. The law aims to save the business, which usually requires the original
management to keep running it. Here, you will encounter a Nadzorca(Supervisor).
There are two main types of Supervisors, depending on the specific procedure:
● Arrangement Supervisor (Nadzorca Układu): Used in the out-of-court
Arrangement Approval Proceeding. They are chosen by the debtor, not the court.
They oversee the collection of creditor votes and assess the debtor’s financial
viability, but they do not manage the company.
● Court Supervisor (Nadzorca Sądowy): Appointed by the court in Accelerated and
Standard Arrangement Proceedings.
● Control Level: Limited. The debtor (the management board) retains the right to
ordinary management of the company. However, for actions exceeding “ordinary
management” (e.g., selling real estate, taking a massive loan), the debtor must
obtain the formal consent of the Nadzorca. Without this consent, the transaction is
legally void.
3. The Administrator (Zarządca) – Deep Restructuring
In the most severe form of restructuring—the Sanative Proceeding (Postępowanie
sanacyjne)—the court appoints a Zarządca (Administrator).
● Role: To conduct a deep economic overhaul of the company while protecting it from
execution.
● Control Level: High. Similar to a Syndyk, the Zarządca generally strips the debtor’s
management board of its powers and takes over the day-to-day running of the
enterprise to implement a strict restructuring plan.
Knowing Who to Talk To
Engaging with the wrong entity during Polish insolvency proceedings can result in invalid
contracts or ignored claims. Understanding whether your debtor is managed by its original
board under the watchful eye of a Nadzorca, or if it has been entirely taken over by a
Syndyk, dictates your legal strategy.
At MB/LAW – Restructuring, we decode the complex environment of Polish insolvency for
foreign creditors. We verify the exact status of your debtor, communicate with the appointed
receivers and supervisors, and aggressively protect your financial interests.
