Financial statements of a sp. z o.o.: deadlines and duties

The management board of a sp. z o.o. (Polish limited liability company) prepares the annual sprawozdanie finansowe (financial statements) within 3 months of the balance sheet date, the shareholders approve it within 6 months, and the company files it with the KRS (National Court Register) within 15 days of approval. With a financial year equal to the calendar year, that means 31 March, 30 June and 15 July at the latest, and the CIT-8 return is due by 31 March.

Law as of 9 October 2026.

Calendar for a company with a 2026 financial year

The dates below apply to a company whose financial year matches the calendar year. For 2025, the same deadlines fell in 2026 and have already passed.

If the shareholders approve the statements earlier, for example on 10 May, the KRS deadline ends 15 days later, not on 15 July.

Preparation: 3 months after the balance sheet date

The kierownik jednostki (head of the entity), which in a sp. z o.o. is the management board, is responsible. It must ensure the statements are prepared no later than 3 months after the balance sheet date and present them to the shareholders (art. 52 ust. 1 of the Accounting Act).

The statements consist of a balance sheet, a profit and loss account and the informacja dodatkowa (notes) (art. 45 ust. 2 of the Accounting Act). A statement of changes in equity and a cash flow statement are required only from entities other than micro and small ones (art. 45 ust. 3 of that act). A sp. z o.o. also prepares a sprawozdanie z działalności (management report), unless it uses the exemption for micro or small entities (art. 49 ust. 1, 4 and 5 of that act).

Electronic form

The statements are prepared only in electronic form and signed with a qualified electronic signature, a podpis zaufany (trusted signature) or a podpis osobisty (personal signature from the e-ID card) (art. 45 ust. 1f of the Accounting Act). Companies in the KRS use the logical structure that the Ministry of Finance publishes in its Public Information Bulletin (art. 45 ust. 1g). In practice this is an XML file. The management report is also electronic and signed with one of these signatures (art. 49 ust. 7).

Who signs the statements

The statements are signed, with the date of signature (art. 52 ust. 2 of the Accounting Act), by:

• the person entrusted with keeping the books, for example the accountant or a person from the accounting firm,
• all members of the management board.

With a multi-person board, one member's signature is enough if the others make statements that the financial statements meet the requirements of the act (art. 52 ust. 2b). Refusing to sign, or refusing to make such a statement, requires a written justification, which is attached to the statements and filed with the KRS (art. 52 ust. 2 and art. 69 ust. 3a).

Approval: 6 months after the balance sheet date

The approving body approves the statements no later than 6 months after the balance sheet date (art. 53 ust. 1 of the Accounting Act). In a sp. z o.o. this is the ordinary shareholders' meeting, which should take place within 6 months after the end of the financial year (art. 231 § 1 KSH). The meeting:

1. reviews and approves the financial statements and the board's management report,
2. adopts a resolution on the distribution of profit or coverage of loss,
3. grants discharge (absolutorium) to the members of the company's bodies.

Legal basis: art. 231 § 2 KSH. A resolution can be adopted without a meeting if all shareholders agree in writing to the decision or to a written vote (art. 227 § 2 KSH). In a single-shareholder company, the sole shareholder exercises the powers of the meeting (art. 156 KSH), and the shareholder's declarations to the company require written form, or they are void (art. 173 § 1 KSH).

Audit by a statutory auditor

Most small companies are not audited. The obligation arises when in the previous financial year the company met at least two of three conditions: an average of at least 50 full-time employees, total assets of at least EUR 3,125,000, net revenue of at least EUR 6,250,000 (art. 64 ust. 1 pkt 4 of the Accounting Act). The audit must then take place before approval (art. 53 ust. 1a).

Filing with the KRS: 15 days after approval

Within 15 days of approval, the board files with the KRS (art. 69 ust. 1 of the Accounting Act):

• the annual financial statements,
• the audit report, if there was an audit,
• the resolution approving the statements and distributing profit or covering loss,
• the management report, if the company prepares one,
• refusals to sign and statements of board members, if any (art. 69 ust. 3a).

You submit the documents electronically in the Ministry of Justice system, the Repozytorium Dokumentów Finansowych (Financial Documents Repository) in the eKRS portal (art. 19e ust. 1 of the KRS Act). The procedure:

1. Log in to the eKRS portal and find the company by its KRS number.
2. Add the files: the statements, the resolutions and the other documents. You can attach the resolutions as copies signed by the person filing (art. 19e ust. 3).
3. Attach a statement that the documents meet the requirements of the Accounting Act (art. 19e ust. 6).
4. Sign the submission with a qualified electronic signature, a trusted signature or a personal signature.

The submission is signed by a person authorised to represent the company whose PESEL number is shown in the KRS, or by a prokurent (commercial proxy) (art. 19e ust. 2). An advocate or legal adviser with a power of attorney can also do it (art. 19e ust. 3a). If the automatic check fails, for example because no board member has a PESEL in the KRS, the documents are filed together with an application to enter notes in the register or to accept the documents into the repository (art. 19e ust. 7).

If the shareholders do not approve the statements on time, the board files them with the KRS within 15 days after the 6-month deadline, and again within 15 days of approval (art. 69 ust. 2 of the Accounting Act). A company registered in the KRS does not send its statements separately to the Head of the National Revenue Administration (art. 27 ust. 2 of the CIT Act).

CIT-8 and JPK_KR_PD

You file the CIT-8 return electronically by the end of the third month of the following year and pay the tax by the same date (art. 27 ust. 1 and 1c of the CIT Act). For 2026, that is 31 March 2027, the same day as the deadline for preparing the statements. You can work out the 9% or 19% rate and the other company costs in the company cost calculator.

Companies that keep full books send them in the JPK_KR_PD structure (often called JPK_CIT) by the CIT-8 deadline (art. 9 ust. 1c of the CIT Act). The obligation is phased in (art. 66 ust. 2 of the Act of 29 October 2021 amending the PIT and CIT Acts):

For 2025, the minister extended the deadline to the end of the seventh month after the year end, which is 31 July 2026 (regulation of 16 February 2026, Dz.U. 2026 poz. 188). The extension covers only years ending before 1 April 2026. For the 2026 books, the statutory deadline of 31 March 2027 applies.

Simplifications for micro entities

A company is a jednostka mikro (micro entity) if in the financial year and the previous year it did not exceed at least two of three thresholds (art. 3 ust. 1 pkt 1a of the Accounting Act). A new company checks the thresholds for its first year only, so it is usually a micro entity from the start. For the first steps, see our guide on how to start a sp. z o.o.

These thresholds apply to statements for financial years starting after 31 December 2023 (art. 14 ust. 3 of the Act of 6 December 2024, Dz.U. 2024 poz. 1863). A micro entity may:

• prepare a simplified balance sheet and profit and loss account under Annex 4 (art. 46 ust. 5 pkt 4 and art. 47 ust. 4 pkt 4),
• give supplementary information to the balance sheet instead of the notes (art. 48 ust. 3),
• skip the management report if it discloses information on acquiring its own shares (art. 49 ust. 4),
• skip the statement of changes in equity and the cash flow statement (art. 45 ust. 3).

The approving body, that is the shareholders, decides whether to use these simplifications (art. 49c ust. 1 of the Accounting Act). The simplifications do not change the deadlines, the signatures or the KRS filing.

Penalties for missing deadlines

• Not preparing the statements, or preparing them in breach of the act: a fine or imprisonment of up to 2 years, or both (art. 77 pkt 2 of the Accounting Act).
• Not filing the statements with the KRS: a fine or restriction of liberty (art. 79 pkt 4 of that act).
• Enforcement proceedings: the registry court calls for the documents within an additional 7 days, then imposes a fine and may repeat it (art. 24 ust. 1, 1b and 2 of the KRS Act). A single fine is up to PLN 15,000, and all fines in the case together up to PLN 1 million (art. 1052 of the Code of Civil Procedure).
• Dissolution without liquidation: the court opens such proceedings when, despite a call, the company has not filed statements for 2 consecutive financial years (art. 25a ust. 1 pkt 4 of the KRS Act). It dissolves the company if it finds that the company has no saleable assets and does not actually operate (art. 25d ust. 1).

Frequently asked questions

When must the 2026 financial statements be filed with the KRS?

Within 15 days of approval by the shareholders. If they approve on the last possible day, 30 June 2027, the last filing day is 15 July 2027.

Does a sole shareholder have to call a shareholders' meeting?

No. The sole shareholder exercises the powers of the meeting and approves the statements by a written resolution (art. 156 and art. 173 § 1 KSH).

Who signs the statements when an accounting firm keeps the books?

The person at the firm entrusted with keeping the books, and all members of the management board. Instead of all board members, one can sign if the others make statements (art. 52 ust. 2 and 2b of the Accounting Act).

Do I have to send the financial statements to the tax office?

No. Companies registered in the KRS file their statements only with the KRS (art. 27 ust. 2 of the CIT Act). The tax office receives the CIT-8 return and, on the schedule above, the books as JPK_KR_PD.

What happens if the shareholders do not approve the statements by 30 June?

The board still files the statements with the KRS within 15 days after that deadline, so by 15 July. After a later approval, it files the resolution and the other documents within 15 days (art. 69 ust. 2 of the Accounting Act).