A Polish sp. z o.o. with a calendar year closes its books on 31 December and has six months to get a signed, approved and publicly filed set of accounts in place. The statute spreads that duty across five deadlines in the first half of the year. The corporate steps run in a strict chain - statements, audit (if required), shareholders’ approval, filing with the registry court - while the corporate income tax return runs alongside on its own deadline. The order looks obvious once it is on one page; most foreign groups discover it late. Here is that one page.
The calendar
| Date | What has to happen | Who | Statute |
|---|---|---|---|
| 31 December | Year-end (dzień bilansowy). Every deadline below runs from this day. | - | Art. 3 ust. 1 pkt 10 Accounting Act |
| By 31 March | Financial statements prepared and signed, with the management report (sprawozdanie zarządu z działalności) alongside. A small or micro company may skip the management report if its notes carry the own-shares disclosure. | Management board + the person keeping the books (who does not sign the management report). | Art. 52 ust. 1–3, 49 ust. 1 and 4–5 Accounting Act |
| By 31 March | CIT-8 return filed and the tax paid - on its own clock, not a step in the corporate chain. | Management board (CFO in practice). | Art. 27 ust. 1 CIT Act |
| Before approval, if required | Statutory audit (badanie sprawozdania). A hard precondition - no audit report, no approval. | Statutory auditor (biegły rewident). | Art. 53 ust. 1a, 64 ust. 1 Accounting Act |
| By 30 June | Shareholders’ meeting approves the financial statements and the management report, allocates profit or covers loss, grants discharge (absolutorium). | Shareholders. | Art. 231 § 1–2 KSH; Art. 53 ust. 1 Accounting Act |
| Within 15 days of approval | Filed with the KRS Repository of Financial Documents (Repozytorium Dokumentów Finansowych, “RDF”): the financial statements, the management report (if prepared), the audit report (sprawozdanie z badania, if any), the resolution approving the statements and allocating profit or covering loss, and any refusal to sign or board-member statement under Art. 52 ust. 2b. | A board member or commercial proxy holder (prokurent) whose PESEL is in the register - or a Polish advocate or legal adviser under a power of attorney. | Art. 69 ust. 1 and 3a Accounting Act; Art. 19e ust. 2 and 3a, 40 KRS Act |
| (same filing) | The duty to send the statements to the Head of the National Revenue Administration (Szef KAS) is satisfied by the KRS filing. | - | Art. 27 ust. 2 CIT Act (exclusion) |
No approval by 30 June? The clock runs anyway. The unapproved statements go to the KRS within 15 days after the deadline - by 15 July - and the approved set follows within 15 days of the resolution (Art. 69 ust. 2 of the Accounting Act).
For precision: if the articles of association set a financial year other than the calendar year - allowed under Art. 3 ust. 1 pkt 9 of the Accounting Act - every date in the table moves accordingly: deadlines run from the balance-sheet day, not from 31 December. Dividend day and withholding tax live in a separate article; approval of the statements is the gate, not the payment.
Watch out
- The 15-day KRS filing is the step most foreign groups miss. Finance has filed CIT-8 and sent the signed PDFs to the parent, so from the group’s side the year looks closed. Then nobody files with the KRS Repository of Financial Documents - that is a corporate duty, not an accounting one, and the 15-day clock runs from the shareholders’ approval resolution, not from the signing of the statements. There is also a hard technical bar: the filing must be signed by a board member or commercial proxy holder whose PESEL - the Polish personal ID number - appears in the register (Art. 19e ust. 2 of the KRS Act). A foreign board member without a PESEL cannot file at all; a Polish advocate (adwokat) or legal adviser (radca prawny) can, under a simple written power of attorney (Art. 19e ust. 3a). In my practice foreign groups usually outsource this step for exactly that reason. It also settles the recurring question of which documents go to the court and which stay with the company - a cleanly scoped filing is worth more than it looks.
- Approval needs the parent’s vote - set the proxy up once, not every year. The shareholders’ meeting needs the parent’s vote, and so does a resolution without a meeting under Art. 227 § 2 KSH. The proxy is plain written form (Art. 243 § 2 KSH): a wet-ink signature from the parent’s authorised signatory is enough - no notarial deed and no apostille, even for a US parent. One limit: the proxy cannot be a member of the Polish management board or an employee of the Polish company (Art. 243 § 3 KSH), so the president of the management board (prezes zarządu) cannot vote for the parent. My advice: sign one open-ended proxy to a Polish lawyer at the outset, and let that lawyer represent the parent at every annual meeting afterwards - no signature round each spring. For the one-off proof that the signatory is authorised to grant the proxy, see the mechanics in What a foreign parent signs in a Polish merger or demerger - the same framework applies here, without the merger-specific form rules.
- A board change mid-year starts its own 7-day clock. If a management board member resigns or is replaced during the year, the Polish company has 7 days from the resolution to file the change with the KRS (Art. 22 ust. 1 KRS Act), independently of the annual cycle. Who signs the statements at year-end can shift as a result.