Debt repayment agreement in Poland in Poland – rules, acknowledgement of debt and legal consequences

In business practice, a debt repayment agreement under Polish law is an effective tool that can be particularly useful in situations where:

1. the debtor is unable to settle the debt within the time limits originally specified in the agreement,
2. the creditor, instead of taking the matter to court, seeks to reach a quick and effective agreement in Poland  that will allow the funds to be recovered from the debtor while limiting the costs and risks of litigation.

Debt repayment agreement in Poland can apply to virtually all business situations where there is a financial obligation and the parties wish to settle it voluntarily and in a controlled manner. The main purpose of the agreement will always be to enable the creditor to recover funds and also to achieve other legal benefits, which are discussed later in this publication, and to enable the debtor to make repayments in a controlled manner and in line with their (current) financial capabilities.

However, the basic principle of concluding an agreement according to Polish law will always be voluntary on both sides. This type of agreement can only be concluded if there is full consensus between both parties regarding the content of their mutual obligations. In other words, the creditor has no legal means of ‘forcing’ the debtor to conclude an agreement on debt repayment, although, of course, failure to conclude an agreement does not prevent the creditor from subsequently pursuing the debt through court proceedings.

Therefore, our practice shows that negotiations between the debtor and the creditor in Poland regarding the terms of debt repayment, deadlines, instalment amounts or security mechanisms play a key role, as they increase the chances that the agreement will be effective and respected by both parties during its term.

In this publication, we have attempted to answer several practical questions related to the conclusion of debt repayment agreement in Poland i.e.:

• What are the legal consequences of a debt repayment agreement in Poland?
• What are the legal and practical benefits of concluding an agreement for both the creditor and the debtor?
• How to properly formulate the agreement to protect the creditor’s interests and motivate the debtor to repay on time?
• What forms and additional safeguards can be used in the agreement to maximise its enforceability?

Debt repayment agreement in Poland – what are the benefits for the creditor?

A debt repayment agreement in Poland brings a number of significant benefits to the creditor and, in the vast majority of cases, puts them in a much better legal position than if they only had contracts, invoices or other documents proving the debtor’s debt. Invoices alone do not indisputably confirm the existence and amount of the debt, and in civil proceedings the creditor is required to prove the validity of their claim each time, even in a classic situation of non-payment of an invoice.

Increased certainty of debt repayment

First and foremost, when a debt repayment agreement in Poland is drawn up in a correct manner that is safe for the creditor, it provides greater certainty (though never a guarantee) that the debt will be repaid on time. Thanks to the agreed repayment schedule, discussed below, the creditor can monitor the debtor’s timely repayment of liabilities and, if necessary, react more quickly to any breaches on the part of the debtor.

In conjunction with the safeguards provided for, which are also discussed later in this publication, the agreement increases the effectiveness of debt recovery and reduces the risk of uncollectible debt. What is more, in many cases the agreement will also significantly reduce the costs associated with court and enforcement proceedings, as the repayment schedule, combined with the creditor protection measures provided for, provides a basis for swift action without the need to immediately initiate lengthy court proceedings.

Modification of the burden of proof according to Polish law

In addition, the conclusion of an agreement on debt repayment modifies the fundamental principle of the burden of proof in civil proceedings, according to which it is the creditor (i.e. the claimant) who has the obligation to prove the facts justifying the claim. According to Article 6 of the Polish Civil Code, the burden of proving a fact rests with the person who derives legal consequences from that fact.

If the agreement is concluded in a proper manner and is certain and indisputable as to the existence of the debt, then the burden of proof according to Polish law will be reversed, and it will be up to the debtor to prove that the debt arising from the agreement is unfounded, which may be practically impossible. In other words, if the debtor fails to comply with the agreement, the creditor will no longer have to prove the grounds and amount of the claim in detail, but it will be sufficient to refer to the agreement as a document confirming the acknowledgement of the debt.

A practical example from Polish case law:

“Consequently, if the creditor proves that a settlement has been concluded in which the parties have agreed on the amount of the claim due to him, the burden of proof that the amount resulting from the settlement is not due to the creditor rests with the debtor. Legal facts must be proven by the party which derives its claim from them, concerning the non-existence of rights or obligations” (judgment of the Polish Supreme Court of 22 February 2017, ref. no. IV CSK 179/16).

“Undoubtedly, however, the Court of Appeal emphasises that acknowledgement of debt does have an impact on the burden of proof. Acknowledgement of debt is of significant evidentiary importance in civil proceedings, in the sense that a creditor presenting evidence of acknowledgement of debt by the debtor does not have to prove the existence of their claim in any other way, while the debtor is then obliged to prove that the acknowledged claim does not actually exist, or exists but to a lesser extent” (judgment of the Polish Court of Appeal in Szczecin of 28 December 2012, ref. no. I ACa 715/12).

Acknowledgement of debt and interruption of the limitation period

Acknowledgement of debt also interrupts the limitation period, which in practice means that the creditor gains additional time to pursue the claim, both at the amicable stage and in court proceedings. Pursuant to Article 123 § 1(2) of the Polish Civil Code, the limitation period is interrupted by the acknowledgement of the claim by the person against whom the claim is made. Article 124 of the Polish Civil Code provides that after each interruption, the limitation period runs anew.

Importantly, it is not necessary to acknowledge the debt in a specific amount or to indicate its legal basis in order to interrupt the limitation period; it is sufficient for the debtor to acknowledge the specific debt in principle.

A practical example from Polish case law:

“The essence of interrupting the limitation period is, firstly, that the limitation period ceases to run from the moment the circumstance causing the interruption occurs and does not run for the entire duration of the interruption, and secondly, that after the circumstance ceases to exist, the limitation period runs from the beginning, in its entirety, as if no part of it had previously elapsed. The interruption of the limitation period has a nullifying effect on the running of that period; this means that the time of the limitation period that has elapsed until the interruption occurred is considered non-existent (…)” (judgment of the Polish Regional Court in Łódź, 3rd Civil Division, of 12 February 2019, ref. no. III Ca 944/18). 

Debt repayment agreement in Poland – what are the benefits for the debtor?

A debt repayment agreement in Poland brings a number of significant benefits for the debtor compared to a situation where the creditor initiates civil proceedings and then enforcement proceedings. In practice, the most important benefit will be the creditor’s suspension of all enforcement actions for the duration of the agreement, provided, of course, that the debtor complies with the repayment schedule. This means that the debtor will not be subject to enforcement, which should give them time to settle their debt in an orderly and predictable manner, and in many situations ensure financial liquidity.

Furthermore, in practice, it is often agreed that the creditor reduces the actual debt through conditional remission of part of the debt and interest on arrears. This type of arrangement acts as an incentive, encouraging the debtor to meet the agreed repayment schedule on time.

However, the write-off should be conditional, i.e. the debtor may only benefit from it if they fully comply with all the provisions of the agreement. Any breach in the form of late payment of an instalment or payment of an amount lower than agreed may result in the loss of the concessions granted and, subsequently, the initiation or continuation of enforcement proceedings.

Precise identification of the parties to the debt repayment agreement in Poland

Moving on to the content of the debt repayment agreement in Poland itself, first and foremost, the parties to the agreement must be precisely defined in its content so that, in the event of non-compliance, there is no doubt as to who (which entity) makes declarations of will and who is liable for non-performance of the agreement.

In a situation where one or both parties to the agreement are entrepreneurs, it is important that the agreement is concluded by persons authorised to represent the entrepreneur (proxies/management/partners). It is also important to attach current extracts from the Polish National Court Register (KRS) or printouts from the Polish Central Registration and Information on Business (CEIDG), which will confirm the legal status of the entrepreneurs, the manner of representation and the authority of the persons signing the document.

Such measures minimise the risk of the agreement and mutual obligations of the parties being challenged in the future, and will also facilitate any claims arising from its content in the event that the creditor has to withdraw from the agreement.

The debtor’s statement that they acknowledge the debt covered by the debt repayment agreement in Poland

In the agreement, the debtor should explicitly state that they ‘acknowledge the debt’ / ‘recognise the debt’, specifying the origin of the debt and the extent to which they acknowledge it. An example statement may take the following form:

“The tenant hereby acknowledges to the landlord their entire debt resulting from outstanding unpaid or partially unpaid invoices, described in Appendix 4 to this agreement, for receivables arising from the lease agreement for the premises located at Commercial 1 Street in Warsaw, concluded on 15 May 2025, in the total amount of PLN 500,000.“

Of course, the statement of acknowledgement of debt may take a different stylistic form, but it should always explicitly state that the debtor unequivocally acknowledges the existence and amount of the debt owed to the creditor. This acknowledgement should cover both the principal amount and any ancillary payments resulting from previous delays, e.g. interest for late payment in commercial transactions resulting from unpaid VAT invoices. Such a precisely worded statement by the debtor will eliminate the risk of dispute regarding the debtor’s liability and will unequivocally confirm that the entire liability, i.e. both the principal and the interest, has been acknowledged by the debtor.

Precise method of debt settlement

For a debt repayment agreement in Poland to be effective, all elements related to the settlement of the debt must be specified as precisely and unambiguously as possible. In practice, this means that it is necessary to describe in detail the form and dates on which the debtor will settle the debt, whether the repayment is to be made in instalments (and if so, how many), the amount, the date of each month and the creditor’s bank account number.

For example, the agreement may provide that the debtor will:

‘pay the amount of PLN 600,000 in 60 monthly instalments of PLN 10,000, each instalment payable by the 10th day of each month, starting from 1 January 2026, to the Lessor’s account number: (…)’.

Such precise wording of the payment terms will increase security for both parties (and especially for the creditor) and minimise the risk of possible disputes over the amount of the liability or the date of individual payments.

Securing the performance of the debt repayment agreement in Poland

In order for a debt repayment agreement in Poland to be an effective tool for the creditor, and not merely a declaratory document on the part of the debtor, it is necessary for it to contain appropriate legal mechanisms that are triggered when the debtor ceases to fulfil their obligations, both in terms of the amount of individual instalments and the dates of their payment.

Setting a repayment schedule in the agreement, although important from the creditor’s point of view, will not provide real legal protection for the creditor if the document does not provide for consequences for breaching its provisions. Due to the existence of the debt and the fact that, until the agreement was signed, the debtor had made no repayments or had made them irregularly, the creditor should ensure that the agreement is structured in such a way as to allow him to pursue his claims quickly and effectively in the event of further delay on the part of the debtor.

It is also worth noting that mechanisms protecting the creditor’s interests are also intended to motivate the debtor to fulfil the terms of the agreement in a timely manner. The debtor should be aware that failure to comply with the agreement will result in further negative consequences, and therefore it is in their best interest to strictly adhere to the terms of the agreement.

The creditor’s right to withdraw from the debt repayment agreement in Poland

As indicated above, a properly formulated debt repayment agreement in Poland should specify when and how much the debtor will be required to pay. If the debtor breaches the above obligation, either in terms of the amount or the deadline, and thus breaches the terms of the repayment agreement, the creditor should have the right to withdraw from the agreement.

The effect of the creditor’s declaration of withdrawal from the agreement according to Polish law is a return to the legal status prior to the conclusion of the agreement, i.e. a return to the full amount of the debt together with all statutory interest accrued in accordance with the status prior to the conclusion of the agreement.

This means that if, for example, the agreement provides for the cancellation of interest for late payment in commercial transactions in exchange for timely repayment in accordance with the agreement, these rules cease to apply and the creditor may pursue the full claim in its original scope, i.e. including interest. In this situation, payments made by the debtor will be credited against the oldest principal amounts due.

An example provision may take the following form: “In case of any doubt, the parties jointly declare that the creditor’s exercise of the right of withdrawal referred to in § 3(2) above shall be tantamount to the creditor’s entitlement to claim the entire debt referred to in § 1(1) of the agreement, i.e. the gross amount of PLN 100,000 together with interest due. In such a case, all payments made by the debtor shall be credited towards the oldest principal amount due.”

A practical example from Polish case law:

“As regards the consequences of failing to specify a deadline for exercising the contractual right to withdraw from the agreement, the prevailing view in case law is that Article 395 § 1 of the Civil Code, which requires a clause to specify a deadline during which one or both parties may withdraw from the contract, is a mandatory provision due to the fact that it undermines the permanence of contractual obligations” (decision of the Polish Supreme Court – Civil Chamber of 1 September 2021, ref. no. I CSK 659/20)

Declaration of voluntary submission to enforcement (Article 777 § 1(5) of the Polish Code of Civil Procedure)

Mechanisms securing the agreement’s performance in the event that the debtor fails to meet their obligations under the agreement also play an extremely important role.

One of the most effective safeguards for the creditor will be a notarial deed containing the debtor’s declaration of voluntary submission to enforcement pursuant to Article 777 § 1(5) of the Polish Code of Civil Procedure (the so-called ‘three sevens’), according to which the enforcement titles are: a notarial deed in which the debtor has submitted to enforcement and which includes the obligation to pay a sum of money up to the amount specified in the deed or determined by means of an indexation clause, where the deed specifies the event on which the performance of the obligation depends, as well as the deadline by which the creditor may apply for an enforcement clause to be attached to the deed.

In practice, a declaration of voluntary submission to enforcement greatly simplifies the debt collection process. It allows the creditor to pursue claims without the need for lengthy and often costly (due to the court fee) court proceedings. If the creditor has a voluntary submission to enforcement document according to Polish law, in the event of the debtor’s failure to perform the agreement, the creditor does not have to bring an action for payment or prove the validity of the claim.

This entire stage is, in a sense, ‘eliminated’ due to the fact that the debtor has previously submitted to enforcement in the form of a notarial deed. The creditor only applies to the court for an enforcement clause to be added to the deed of voluntary submission to enforcement, which usually happens very quickly and without the need to schedule a hearing. This means that in such a situation, the creditor can almost immediately refer the case to the enforcement authority and thus obtain satisfaction of their claims in a much shorter time than in traditional court proceedings.

If the voluntary submission to enforcement is correctly formulated, the debtor will not be able to challenge the existence or amount of the debt at the enforcement stage.

Furthermore, the use of this mechanism motivates and mobilises the debtor to perform the agreement on time, as the debtor is aware that the creditor can quickly initiate enforcement proceedings in the event of non-payment or late payment.

A practical example from Polish case law:

“However, submitting to enforcement in a contract concluded in the form of a notarial deed is a declaration of will, the procedural effect of which is the creation of an enforcement title. In turn, in proceedings for the issuance of a clause, the court examines whether the document to be provided with the clause meets the formal requirements of an enforcement title, and the debtor may challenge an enforcement clause issued in violation of enforcement law by way of a complaint.” (judgment of the Polish Court of Appeal in Warsaw of 5 November 2013, ref. no. VI ACa 535/12)

Final provisions and annexes to the debt repayment agreement in Poland

The debt repayment agreement in Poland should also contain final provisions concerning the form of amendments to the document, the jurisdiction of the court for resolving disputes and an indication of the annexes confirming the status of the parties (KRS / CEIDG). It may be important to specify the jurisdiction of the court for resolving any disputes arising from the agreement. The parties may submit the dispute to the court competent for the creditor’s registered office. This solution is particularly advantageous for the creditor, as it facilitates court proceedings in the event of non-performance or improper performance of the agreement by the debtor. It also reduces the costs and time associated with pursuing claims in another, distant court district.

Summary

In practice, a debt repayment agreement in Poland is one of the most effective tools in business transactions, allowing both the creditor and the debtor to achieve significant legal and practical benefits. For the creditor, this means greater certainty of recovering the debt, the possibility of reducing the costs of court and enforcement proceedings, and the introduction of mechanisms to secure timely repayment. For the debtor, on the other hand, the agreement allows them to settle their debt in a manner tailored to their financial capabilities, suspend the creditor’s enforcement actions and potentially obtain a conditional remission of part of the debt and interest.

The effectiveness of the agreement depends largely on its correct formulation: precise identification of the parties, acknowledgement of the debt by the debtor, repayment schedule, consequences in the event of a breach of the terms and conditions, and the introduction of additional safeguards, such as voluntary submission to enforcement in the form of a notarial deed.

By applying the above principles, the agreement becomes not only a tool for amicable debt settlement, but also an effective legal document that reverses the burden of proof, interrupts the limitation period and allows the creditor to act quickly in the event of breaches by the debtor. As a result, the parties gain a transparent and secure mechanism for settling liabilities, minimise the risk of disputes and increase the predictability of financial settlements.