CMS Expert Guide for taking security in Poland

Yes, Polish law recognises suretyship (poręczenie) under the Civil Code. A legal entity or individual may undertake to perform another person’s obligation if the principal debtor fails to do so. Corporate authority, corporate benefit, capital maintenance and insolvency risks must be checked.

Yes.

No, not in ordinary commercial use. A Civil Code suretyship is a private-law contract. Sectoral regulation may apply if guarantees are issued professionally by regulated institutions.

Yes, in principle. Upstream guarantees, including guarantees securing shareholder obligations, are possible but require careful corporate benefit, solvency, capital-maintenance and insolvency/clawback analysis. They are more sensitive than downstream guarantees.

Yes, usually less controversial, but corporate authority, corporate benefit and insolvency risk should still be documented.

Yes, in principle. Lateral group guarantees are possible, subject to corporate benefit, proper approvals, solvency and creditor-protection analysis.

Yes. Key issues: 

• corporate benefit: management should justify benefit to the guarantor
• capital maintenance: especially where support benefits shareholders
• financial assistance: relevant in own-share acquisition contexts (see below)
• transfer pricing/tax: arm’s-length review advisable for intra-group guarantees
• insolvency clawback: late or undervalued guarantees may be challenged
• authority: board/shareholder approvals should be checked. 

Address by resolutions, corporate benefit memorandum, solvency analysis and, where relevant, intra-group remuneration.

Joint-stock company

Article 345 of the Polish Commercial Companies Code applies (financial assistance restrictions, including fair market price requirements, management board report, shareholders’ resolution adopted by a 2/3 majority, reserve capital requirement).

Limited liability company

There is no direct equivalent provision. However, general capital maintenance restrictions still apply (Article 189 § 2 and Article 198 of the Polish Commercial Companies Code, prohibition on the return of contributions).

Simple joint-stock company

Article 300¹⁴ of the Polish Commercial Companies Code applies.

Yes, Civil Code suretyship requires the guarantor’s statement in writing under pain of nullity. No notarisation or registration is generally required. Qualified electronic signature should satisfy written form. Polish language is not required for validity, but Polish translation may be needed for court/enforcement or public authority use. 

Yes, a suretyship may secure future debt, but only up to a pre-determined maximum amount. 

Yes, it’s accessory. The scope of the guarantor’s obligation is determined by the current scope of the debtor’s obligation. This means that the existence of the guarantor’s obligation and the extent of its liability are determined by the:

• existence of the debtor’s obligation
• amount of that obligation at the time the guarantee is granted. 

Indemnity/autonomous guarantee

Not a named Civil Code instrument but may be structured contractually under freedom of contract and is generally recognised in practice if properly drafted.

Yes. No fixed term is generally required. However, an indefinite suretyship for future debt may be revoked before the debt arises. 

Yes. No general restriction prevents Polish guarantees or security from being granted to foreign creditors.

Agent/administrator

Yes, Polish law recognises pledge administrator and mortgage administrator structures for multi-creditor financings

Parallel debt

Used in practice, but not expressly codified and should be drafted carefully.

Trust

Poland does not recognise the Anglo-Saxon trust as a domestic legal institution and is not a party to the 1985 Hague Trusts Convention. However, fiduciary-type structures (powiernictwo) based on freedom of contract are commonly used, including fiduciary transfer of ownership for security purposes.

Generally, assignment of the secured claim transfers ancillary rights, but:

• registered security requires registry updates
• mortgage transfer requires land and mortgage register update
• registered pledge transfer requires registration of the new pledgee.

Amendments/confirmations are recommended in complex or partial transfers.

Material changes should be expressly consented to by the guarantor/security provider. In case of debt assumption/change of principal debtor, third-party suretyship/security may expire unless the guarantor/security provider consents to continuation. Registry updates may be required for mortgage/registered pledge changes.

Contractual guarantees may generally be governed by foreign law.

Polish-law proprietary security over Polish assets should generally be governed by Polish law, especially mortgages over Polish real estate and registered pledges.

Polish insolvency, corporate, perfection and enforcement rules may apply regardless of governing law.

Generally possible for contractual disputes, subject to mandatory rules. Rights in rem over Polish real estate and register/enforcement matters remain subject to Polish courts/authorities. Arbitration may be agreed for contractual claims but will not replace Polish registration or enforcement formalities.

No general currency-control restriction for ordinary guarantees, security or loans. National Bank of Poland (NBP) statistical/reporting obligations may apply to certain cross-border financing arrangements. Sanctions, AML and sector-specific rules should be checked separately.

Under Polish insolvency law, gratuitous transactions or transactions involving grossly inadequate consideration may be challenged if they were performed within 1 year prior to the filing for bankruptcy (Article 127(1) of the Polish Bankruptcy Law).

The granting of security or repayment of a debt that was not yet due may be challenged if made within 6 months prior to the filing for bankruptcy (Article 127(3) of the Polish Bankruptcy Law).

Transactions entered into for consideration with related parties or subsidiaries may also be challenged if performed within 6 months prior to the filing for bankruptcy (Article 128 of the Polish Bankruptcy Law).

In addition, actions may be challenged under the actio pauliana provisions of the Polish Civil Code within 5 years from the date of the relevant transaction (Article 534 of the Polish Civil Code).

Partly yes. A single registered pledge can cover multiple movables/rights and fluctuating asset pools. Poland does not have a universal English-law-style floating charge over all assets. Real estate, shares, accounts and certain rights usually require separate instruments or perfection steps.

Yes, in principle. Same limitations as guarantees: corporate benefit, authority, capital maintenance, transfer pricing and insolvency clawback. Shareholder debt/security is more sensitive.

Depends on asset. Mortgage creation requires notarial deed for the owner’s declaration. LLC share pledges require for the ordinary pledge notarised signatures and for registered pledge written form under pain of nullity. Most registered pledges over movables/rights do not require notarisation.

Often yes:

• mortgage requires land and mortgage register entry
• registered pledge requires pledge register entry

financial collateral and some ordinary pledges may not require public registration, but require control/possession/account notation or notices.

Not generally for validity, but Polish is effectively required for notarial deeds and public register filings. Certified Polish translations may be required for foreign-language documents used before Polish courts, notaries or registries.

Notifications:

Yes, generally, but not absolutely. Registration gives publicity and priority protection. However, some purchasers of movable assets, especially inventory sold in the ordinary course, may take free of the pledge. Receivable/account controls remain important.

Usually by statutory priority rules and timing of filing/registration:

• mortgage rank is linked to land register application/entry
• registered pledge priority is generally determined by the filing time/date

unregistered rights depend on possession, notice, control and insolvency rules.

Yes for documents requiring written form, if signed with qualified electronic signature. Notarial deed requirements cannot generally be replaced by ordinary e-signing. Practical acceptance by registries, banks and courts should be checked. A qualified electronic time stamp is also recognised and constitutes one of the methods of obtaining a “certain date” (data pewna) under Polish law. It operates analogously to a notarised date certification (Article 81 § 2 of the Polish Civil Code).

Yes for main encumbrance registers. Land and mortgage registers are publicly searchable online if the register number is known. 

Pledge register information/extracts are available through the court/central information system – the relevant documents are issued upon request and subject to a fee. In the case of a small number of documents, they can usually be obtained immediately; if there are more documents, they are typically available on the following day. It is also possible to submit an electronic request for the documents, although the waiting time is significantly longer in such case. 

There is no general public register of guarantees.

Usually the security provider or the notary, but the secured creditor may do it as well depending on the asset and instrument. 

For mortgages, the notary files the land register application. 

For registered pledges, the pledgee or pledgor may file depending on context.

Usually quick and low cost. Land register searches are immediate online if the unique land and mortgage register KW (Księga Wieczysta) number is known. Pledge register extracts are also available, though less frictionless than land register checks.

Low to medium cost, timing varies:

• mortgage registration fee is generally low, but court timing may be medium to long depending on court backlog

registered pledge is usually quicker and lower cost than mortgage.

Mainly relevant for mortgages and certain share/security documents. Notarial fees are tariff-based and may be value-linked plus VAT. Usually low to medium, but can become material for high-value transactions.

Translation, apostille/legalisation, bank fees, securities account fees, register-keeper fees, court fees and ancillary notice costs. No general ad valorem stamp duty for ordinary security documentation as such.

Yes, this is the standard enforcement trigger.

Yes, if the breach triggers acceleration or an event of default under the principal documents.

Yes, if contractually provided. For example, breach of disposal/maintenance covenants may trigger enforcement rights.

Usually yes as contractual trigger, but enforcement is then subject to insolvency law restrictions and procedure.

Yes, if provided by statute or contract, e.g. threatened performance or other agreed enforcement events.

Yes, for some methods:

• registered pledge out-of-court enforcement generally requires written notice and statutory waiting mechanics;as a rule, a 7-day prior notice period applies in the case of appropriation, whereas a 14-day prior notice period applies in the case of sale by way of public auction conducted by notary public or bailiff
• mortgage enforcement follows judicial enforcement. Financial collateral is more flexible and may be enforced on agreed trigger.

Yes, for some security types:

• registered pledge and financial collateral allow out-of-court enforcement if properly drafted
• mortgage enforcement over real estate is generally judicial
• notarial submission to enforcement is commonly used for personal claims but does not replace proprietary enforcement mechanics.

Yes, for certain registered pledge collateral and financial collateral if agreed and statutory requirements are met. Valuation must follow statutory/contractual rules.

Yes, registered pledge may allow public tender/private sale mechanics if agreed. Mortgage sale is through judicial execution. Financial collateral may be sold under the special regime.

Not as standalone collateral enforcement, but notarial submission to enforcement is commonly used for personal debt enforcement against debtor/guarantor.

Yes, for enterprise-type registered pledges, management/lease of enterprise may be available. Financial collateral may allow set-off, netting or appropriation.

Key points: 

• no domestic trust concept
• no single all-assets floating charge
• asset-by-asset perfection is required
• insolvency challenge risk is important for intra-group or late-stage security

mortgage enforcement is slower and court-driven.

Fairly easy to medium complexity:

• registered pledge and financial collateral can be creditor-friendly and relatively efficient
• mortgage enforcement is more cumbersome and slower
• overall system is balanced, not aggressively creditor-friendly

timing is usually average to long, especially for real estate.

Yes. The amendment of 25 July 2025 implementing EU Directive 2019/1023 entered into force on 8 August 2025 and materially affects secured creditors, including mandatory inclusion of secured claims in restructuring arrangements and a new cross-class cram-down mechanism. Further amendments to insolvency law are under review in 2026.