Publication date: May 13, 2026
In the practice of commercial law, an event often occurs in which the legal status of one entity directly impacts the stability and functioning of another. A particular example is the bankruptcy of a shareholder in a commercial company. Although from a legal perspective, the bankruptcy of a shareholder affects their personal assets, in practice it undermines the very foundations of the company’s operations. Shares or stocks, previously part of a stable ownership structure, become part of the bankruptcy estate, over which the trustee assumes control. For the company, this means entering into a relationship with a new, compulsory “shareholder”, whose actions may be fundamental to the company’s future development. Some of the most important information regarding bankruptcy proceedings that a company may wish to obtain includes whether and when the trustee intends to liquidate the shares and who will exercise corporate rights at shareholder meetings. Despite such obvious interdependencies, a commercial company rarely has the formal status of a party to its shareholder’s bankruptcy proceedings. This situation creates a significant conflict between the principle of open court proceedings and the debtor’s privacy. Therefore, it is necessary to consider whether the commercial company has the right to access the bankruptcy case files concerning the shareholder.
Entities authorized to inspect bankruptcy proceedings files
A key provision worth noting is Article 228, Section 1 of the Bankruptcy Law, which states that participants in the proceedings and anyone who sufficiently justifies the need to review court files shall be provided with access to these files via the IT system supporting court proceedings. Participants in bankruptcy proceedings, pursuant to Section III of the Bankruptcy Law, include creditors or their trustees, and the bankrupt, or a trustee appointed by the judge-commissioner if the bankrupt lacks capacity to sue and is not represented by a legal representative. The list of these entities is closed, meaning that only the categories of entities specified in the Act have the status of participant in the proceedings. A bankrupt is someone against whom a bankruptcy order has been issued, so in the example described, this would be a shareholder in a commercial company. A creditor is anyone entitled to satisfaction from the bankruptcy estate, even if the claim does not require filing. If a company is not a direct creditor of a shareholder, it is not included in the list of entities authorized to inspect the proceedings files. Consequently, it should be assumed that a commercial company will not have access to the bankruptcy proceedings files as a participant, due to the fact that it cannot be classified as a bankrupt (or a bankrupt’s trustee) or a creditor (or a creditor’s trustee).
Pursuant to § 6 sec. 1 of the Regulation of the Minister of Justice of November 18, 2021, on the method and procedure for maintaining files for filing claims and collections of documents, as well as for making these files and collections of documents available files for filing claims shall be made available to participants in the proceedings via publicly available IT networks. Additionally, § 6 sec. 2 of this Regulation provides for an expanded group of entities authorized to inspect files, according to which the trustee shall make files for filing claims available in the office or via the IT system to the persons referred to in sec. 1, after they have confirmed their identity, and also to other persons after they have sufficiently justified their need to familiarize themselves with these files, unless the provisions of the Act provide otherwise. This provision confirms the regulations provided for in the Bankruptcy Law and serves as an implementing act for these regulations.
Therefore, it would also be necessary to consider a situation in which a company meets the requirements for the second category of entities authorized to access the case files. This category encompasses entities that can sufficiently justify the need to review the files. The term “sufficiently justify” is of fundamental importance in this provision; as a vague concept, it does not indicate the specific requirements that must be met to meet this requirement. Case law and legal doctrine assume that this term means that it is not necessary to demonstrate this need with detailed evidence; instead, it is sufficient to indicate a real and rational reason why the interested party wishes to access the files. Therefore, it should be recognized that to obtain access to the case files, a company must demonstrate a factual interest, not necessarily a legal interest. The final decision on granting such access rests with the court reviewing the request for access to the files, which assesses whether the indicated reason constitutes a sufficient justification for granting access.
The company as a participant in the bankruptcy proceedings of a shareholder
Shareholder’s declaration of bankruptcy implies a number of consequences in bankruptcy proceedings, including that the bankrupt is obligated to designate and deliver all of their assets to the trustee. From the moment the trustee begins managing the bankrupt’s assets, which become the bankruptcy estate, all actions taken depend on their discretion. The bankruptcy estate includes assets belonging to the bankrupt on the date of the declaration of bankruptcy and acquired by the bankrupt during the bankruptcy proceedings, with some statutory exceptions. It should therefore be stated that the bankruptcy estate also includes the shareholder’s share in the commercial company. When the trustee takes over management of the shareholder’s assets, including their share, it is in the company’s best interest to continuously monitor the trustee’s actions, which may directly impact the exercise of corporate rights in the company. This situation has direct consequences for the company’s operations, particularly with regard to the exercise of shareholding rights and potential changes in the ownership structure. By seeking to determine who exercises corporate rights and whether the shares will be sold by the trustee, the company is pursuing a rational and objectively justified factual interest. Consequently, it should be recognized that such circumstances may constitute sufficient grounds for granting access to bankruptcy case files.
In the case of limited liability companies, shareholder’s declaration of bankruptcy does not constitute grounds for dissolving the company. Therefore, the company has an obvious interest in monitoring bankruptcy files, as the outcome of these proceedings may determine the continued legal existence of the company itself.
A company that does not have the status of a participant in the bankruptcy proceedings of a shareholder
The right to access case files generally applies to parties and participants in the proceedings. However, in bankruptcy proceedings, the circle of entities authorized to inspect files is broader, as it also includes entities that sufficiently justify the need to review the files. To determine whether a company has a factual interest justifying access to the files of bankruptcy proceedings conducted against its shareholder, even though it is neither a party nor a participant in those proceedings, the company’s reason for seeking access to the files should be considered and whether the indicated circumstance may be deemed by the court to constitute sufficient justification for granting such access.
Interested persons who are not participants in the proceedings may be considered to include persons interested in acquiring the bankrupt’s assets, persons interested in concluding contracts with the trustee, and persons interested in the assets of the bankrupt’s creditors, which may be subject to potential enforcement. In the case of a company whose shareholder has declared bankruptcy, the interest in inspecting the files may lie in determining who will exercise the share rights of the bankrupt shareholder, as well as in obtaining information on whether the trustee managing the bankruptcy estate intends to sell the shareholder’s shares. The company may have a legitimate interest in becoming familiar with these circumstances, particularly if it is considering acquiring these shares.
According to the literal wording of the judgment of the Voivodeship Administrative Court in Bydgoszcz of August 21, 2019, II SA/ Bd 402/19, in a situation where the complainant requested access to the files of the bankruptcy proceedings of a specific entity: a complete list of receivables with any supplements, the final plan for the distribution of the bankruptcy estate funds, and information regarding the value of the enterprise determined based on the description and valuation of the enterprise, requesting the provision of information under the public information procedure, the court indicated that this was not public information. Despite this, the court informed the complainant that his request was not inadmissible, but was filed on an incorrect legal basis and, therefore, under an incorrect procedure. In this case, the court found that the indicated information should not be considered public information, but access to the files is available in accordance with the procedure under the Bankruptcy Law. In this situation, the authority correctly pointed out that access to bankruptcy proceedings files, including those of interest to the complainant, was regulated by the provisions of the relevant procedure. As a non-party, after sufficiently justifying the need to review the files, it may do so under Article 228, Section 1 of the Act of 28 February 2003 – Bankruptcy Law, including the possibility of obtaining copies, extracts, and making its own photocopies.
The company’s legal interest in accessing the files of its shareholder’s bankruptcy proceedings
According to Article 75 of the Bankruptcy Law, on the date of declaration of bankruptcy, the bankrupt loses the right of management and the ability to use and dispose of the property included in the bankruptcy estate. These rights are transferred to the trustee, who acts in his or her own name but on the bankrupt’s behalf, administering the entire bankruptcy estate and taking steps to liquidate it or, in the case of arrangement proceedings, to satisfy creditors in accordance with the approved arrangement. Pursuant to Article 61 et seq. of this Act, the bankruptcy estate includes the assets belonging to the bankrupt on the date of declaration of bankruptcy, as well as assets acquired during the proceedings. However, the legislator has provided a list of exclusions (Articles 63–67a), including, in particular, assets exempt from enforcement under the Civil Procedure Code and the portion of the bankrupt’s remuneration for work not subject to seizure. In light of the above regulations, it should be assumed that a shareholder’s share in a commercial company generally forms part of the bankruptcy estate. There is no provision excluding such property rights from bankruptcy proceedings. This is also confirmed by a functional interpretation of the regulations, as the goal of bankruptcy proceedings is to fully satisfy creditors, which supports the inclusion of all assets with economic value in the bankruptcy estate. As a consequence of a shareholder declaring bankruptcy, the trustee acquires the authority to exercise the share rights associated with that share, including, in particular, voting rights, dividend rights, and other corporate and property rights. Importantly, the trustee may also dispose of the share, guided by the interests of the bankruptcy estate and the creditors. The possibility of the trustee disposing of shares has significant consequences for the company itself. In particular, it may lead to a change in the composition of the shareholders through the entry of an entity unacceptable to the existing shareholders, which in practice may impact the stability of the company, the manner in which its affairs are conducted, and even the implementation of its business strategy. For these reasons, it should be recognized that although the company is not formally a participant in the bankruptcy proceedings conducted against its shareholder, it has a specific and real legal interest in obtaining information about the progress of these proceedings. This interest stems from the direct impact of a shareholder’s bankruptcy on the company’s legal and factual situation, including its ownership structure and the manner of exercising corporate rights. The relationship between a shareholder’s bankruptcy and the company’s legal situation is therefore internal, not merely external. The outcome of bankruptcy proceedings, and in particular the trustee’s decisions regarding the exercise or disposal of shareholding rights, directly impacts the company’s operations, justifying the protection afforded to it by the ability to monitor the course of these proceedings.
In summary, a commercial company may be a participant in its shareholder’s bankruptcy proceedings, and thus automatically entitled to access the files if it is found to be a creditor of the shareholder. It may also be granted access to these files as a third party, provided it sufficiently justifies the need to review their contents by demonstrating a real and rational interest in the company’s operations. In practice, this interest may stem, in particular, from the need to determine how shareholder rights are exercised or the trustee’s intention to dispose of shares. It is crucial to emphasize that demonstrating a legal interest is not necessary to obtain access to bankruptcy files – demonstrating a rational justification for the need to review the files is sufficient. Granting access is discretionary and depends on the court’s judgment, which determines whether the circumstances presented by the applicant sufficiently justify such a request. It should also be emphasized that access to such information should be granted only in accordance with the provisions of the Bankruptcy Law, and not pursuant to regulations regarding access to public information.
Can a company gain access to its shareholder’s bankruptcy proceedings files?
In practice, the bankruptcy of a shareholder rarely remains a “private” matter. Once shares become part of the bankruptcy estate, the trustee may influence voting rights, corporate governance, and even the future ownership structure of the company itself.
This raises an important legal question:
➡️ Does the company have the right to inspect the bankruptcy files of its shareholder?
Although a company is usually not a formal participant in such proceedings, Polish Bankruptcy Law allows access to entities that can sufficiently justify a real and rational interest in reviewing the files.
For companies, this interest may include:
• determining who exercises shareholder rights during proceedings,
• monitoring the trustee’s actions,
• assessing the potential sale of shares,
• protecting corporate stability and ownership structure.
The article analyzes the balance between transparency of bankruptcy proceedings and the debtor’s privacy, while explaining when a company may successfully request access to bankruptcy files as a third party.
An important issue for corporate governance, restructuring practice, and investor protection.
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