Key takeaways
- Why COMI still matters in practice
- Main proceedings, establishments and secondary proceedings
- Recognition issues are often operational
Why COMI still matters in practice
Under the EU Insolvency Regulation, the distinction between main and secondary proceedings still drives jurisdiction, recognition and the practical effect of the case across Member States. For Polish matters, the key issue is not only where the debtor is registered, but where its centre of main interests can be shown to be located in reality. That assessment can be straightforward in a domestic case and far more difficult in a group, branch or migrated-business structure.
Main proceedings, establishments and secondary proceedings
Where Poland is the COMI jurisdiction, the Polish main proceeding can generate the broadest cross-border effects inside the EU framework. But if the debtor has an establishment in another Member State, secondary proceedings may still become relevant. Conversely, a Polish establishment can create secondary-proceeding exposure where the main case sits elsewhere.
For creditors and investors, that changes the information map, enforcement assumptions and timing of interventions.
Recognition issues are often operational
Recognition is sometimes discussed as a purely doctrinal topic, but in practice it shows up in publicity,
communication with counterparties, access to information, the treatment of stays, and how office-holders coordinate across borders. A foreign team should therefore ask not only whether the Polish proceeding is recognisable in principle, but how that recognition affects the next business step.
This is especially important where the debtor group, key assets or counterparties are spread across jurisdictions.
Where Polish-specific analysis becomes necessary
Polish analysis becomes necessary when counsel needs to map the exact Polish proceeding, identify its Annex A relevance or procedural status, assess who controls the estate or the business, and understand how Polish filings and announcements fit into the cross-border picture. Without that local layer, foreign counsel may correctly identify the EU issue but misread the Polish procedural fact pattern. In practice, the workstream often combines EU-level analysis with narrow Polish procedural verification.
What to review at the outset
At the start, review the debtor’s operational footprint, management functions, creditor-facing activity, establishment footprint, public announcements and office-holder documents. Then compare the Polish proceeding actually opened with the EU recognition question you are trying to answer.
That sequence is usually more reliable than starting from corporate form and working backwards.
Summary
The article examines how COMI, recognition and the logic of main versus secondary proceedings under Regulation (EU) 2015/848 can affect cases with a Polish component. It should speak to foreign law firms, banks and sophisticated cross-border clients.
FAQ
Does a Polish filing automatically answer the COMI question?
No. The existence of a Polish proceeding does not remove the need to analyse jurisdiction and cross-border effects under the EU framework.
When do secondary proceedings become relevant?
Usually when the debtor has an establishment in another Member State or when local asset and creditor dynamics make a secondary process commercially attractive.
What is the first practical step?
Map the group structure, the real operating centre and the exact Polish proceeding before making recognition assumptions.
Work with MB/LAW
MB/LAW supports foreign firms and creditors on COMI, recognition and cross-border insolvency issues involving Polish proceedings. Contact MB/LAW if your matter requires both EU-level and Polish procedural analysis.
Michał Burek, LL.M. — Attorney at Law, Qualified Restructuring Advisor, owner of MB/LAW. He specializes in corporate law, restructuring law, and legal services for entrepreneurs, including projects with a cross-border element.
This article is for informational purposes only and does not constitute legal advice in any specific case. Registering a company with foreign shareholder participation requires a case-by-case analysis of the shareholder structure, documents, signatures, business model, and tax and compliance obligations.
