This article is for shareholders and management board members of a spółka z o.o. (the Polish limited liability company) whose financial year coincides with the calendar year. In short: the statement is drawn up by 31 March, approved by 30 June and filed with the KRS (National Court Register) within 15 days of approval, at the latest by 15 July. It is not sent to the tax office separately, and CIT-8 is filed earlier, by 31 March.
Calendar for the statement for 2026
- By 31 March 2027: the management board ensures that the statement is drawn up (3 months from the dzień bilansowy, balance sheet date). On the same day the deadline for CIT-8 and payment of the tax for the year expires. The return does not wait for the statement to be approved.
- By 30 June 2027: the zwyczajne zgromadzenie wspólników (ordinary shareholders’ meeting) approves the statement and the sprawozdanie zarządu z działalności (management board report on activities), decides what to do with the profit or loss, and grants absolutorium (discharge) to the management board members.
- Within 15 days of approval, at the latest by 15 July 2027: the package of documents is filed with the KRS.
If the spółka’s financial year differs from the calendar year, the length of the deadlines is the same; they are counted from the last day of its year.
What the package contains and in what format
- The statement itself: the bilans (balance sheet), rachunek zysków i strat (profit and loss account) and informacja dodatkowa (notes). Small spółki that apply the simplifications for jednostki mikro or małe (micro or small entities) do not draw up some of the elements.
- Format: only an electronic file in the logical XML structure published by the Ministry of Finance. The KRS will not accept a PDF or a scan of a paper statement.
- The sprawozdanie z działalności (management board report) is mandatory for a spółka z o.o. A jednostka mikro or jednostka mała may omit it if it has disclosed data on the purchase of its own shares in the informacja dodatkowa.
- The uchwała (resolution) approving the statement and the uchwała on the distribution of profit or coverage of loss. Copies of these signed electronically by the person filing can be submitted to the KRS.
- The sprawozdanie z badania (audit report), if the statement was subject to audit.
In a spółka with one shareholder, the shareholder takes the decisions of the meeting himself, and they are recorded in writing. If there are several shareholders, a resolution can be adopted without a meeting when all of them agree to it in writing or to a written vote.
Who signs and with what
The statement is signed, with the date stated, by the person entrusted with keeping the books and by the management board. A qualified electronic signature, a profil zaufany or a podpis osobisty (personal signature) from an e-dowód (e-ID card) will do. If the management board has several members, all of them sign, or one of them signs and the others attach declarations that the statement complies with the law. A refusal to sign is made in writing with reasons, and it goes to the KRS together with the statement.
The package can be filed with the KRS through the Repozytorium Dokumentów Finansowych (Financial Documents Repository) by a management board member, prokurent (commercial proxy) or liquidator whose PESEL is ujawniony (disclosed) in the KRS. Such filing is free of charge. If no one on the management board has a PESEL in the KRS, according to biznes.gov.pl a paid filing for 140 zł remains; in addition, the package can be filed by an adwokat or radca prawny (advocate or legal adviser) under a power of attorney.
The tax office and e-Sprawozdania
A spółka in the rejestr przedsiębiorców KRS (register of entrepreneurs) sends the statement only to the KRS. The Ministry of Finance states expressly that in this case there is no need to send it to the Szef KAS (Head of the National Revenue Administration) or the urząd skarbowy (tax office). The e-Sprawozdania Finansowe application on podatki.gov.pl is intended for those who are not in this register; it is not used for filing with the KRS.
CIT-8 is filed only electronically by the end of the third month after the end of the tax year, for a calendar year by 31 March, and the tax is paid within the same deadline. If the figures in the statement change after approval, the CIT-8 is corrected. CIT estoński has its own return and its own logic, which we explain in the article CIT estoński in 2026.
If the spółka did not operate
There is no exemption for a spółka without activity, and biznes.gov.pl states separately that the law provides no exceptions for incidental circumstances. As long as the spółka is in the KRS, it draws up, approves and files a statement for every year, even if it shows only capital in the account and bank charges. A zero statement is signed and filed in the same way as an ordinary one, and CIT-8 is filed too.
What a missed deadline can lead to
- The sąd rejestrowy (registry court) calls for the documents to be filed within an additional 7-day deadline and may impose a grzywna (fine) on the management board members, including repeatedly.
- If, despite the court’s call, statements are not filed for 2 years in a row, the court starts proceedings for the rozwiązanie (dissolution) of the spółka without liquidation.
- Under the ustawa o rachunkowości (the Accounting Act), failure to file a statement with the KRS is punishable by a grzywna or restriction of liberty. For a statement that was not drawn up at all or contains unreliable data, a grzywna or imprisonment of up to 2 years.
- If the statement has not been approved by 30 June, it is still filed with the KRS within 15 days of that deadline, and after approval it is filed again together with the uchwała, also within 15 days.
When an audit is required
The statement of a spółka z o.o. is subject to mandatory audit if in the previous financial year two of three conditions were met: an average of at least 50 employees in full-time equivalents, total assets at the end of the year of at least the equivalent of 3 125 000 EUR, net revenue from the sale of goods and products of at least the equivalent of 6 250 000 EUR. These thresholds apply to financial years beginning after 31 December 2024; previously they were 2 500 000 and 5 000 000 EUR. The audit is carried out by a firma audytorska (audit firm) before the statement is approved. We do not carry out mandatory audits in Poland; we only prepare the statement and the documents for the auditor.
Example: the statement for 2026
A hypothetical example, not a client case. The spółka has one shareholder, who is also the sole management board member. In 2025 it had 12 employees, assets of about 1.2 million EUR and revenue of about 2.8 million EUR. None of the audit conditions is met, so the statement for 2026 is not subject to audit.
- 25 March 2027: the bureau closes the books; the statement in XML is signed by the accountant and the management board member with a profil zaufany.
- 30 March: CIT-8 filed and tax paid.
- 22 June: the sole shareholder approves the statement in writing and leaves the profit in the spółka.
- By 7 July: the statement, the uchwały and the sprawozdanie z działalności are filed with the KRS.
If the shareholder had not approved the statement by 30 June, the unapproved statement would have had to be filed by 15 July, and filed again after approval.
Frequently asked questions
Do I need to send the statement to the urząd skarbowy if it is already in the KRS?
No. For a spółka in the rejestr przedsiębiorców KRS, filing with the KRS is enough; the Ministry of Finance says so expressly on podatki.gov.pl.
A management board member lives abroad. How can he sign the statement?
With a qualified electronic signature, which can also be obtained in another EU country. A profil zaufany and a podpis osobisty require Polish documents and a PESEL. Filing with the KRS requires a person with a PESEL ujawniony in the KRS, or a paid filing.
In its first year the spółka operated for three months. Is a statement for that year needed?
If operations started in the second half of the financial year, the first period can be combined with the following year and one statement filed for both. If the start fell in the first half of the year, a statement for the incomplete year is mandatory.
Who is responsible for the deadlines, the bureau or the management board?
Under the law, the drawing up and filing of the statement is ensured by the kierownik jednostki (head of the entity), which in a spółka is the management board. The bureau prepares the statement and signs it as the person entrusted with keeping the books.
We keep the full accounts of spółki, prepare the statement in the XML structure and templates of the uchwały, and advise how to file the package with the KRS: accounting for a spółka. What to do in the first weeks after registration is described in the article a spółka after the KRS entry. The cost of bookkeeping is shown by the calculator on this page.
Checked as of 5 October 2026. This is general information, not tax advice.
Sources: biznes.gov.pl: kto i kiedy musi składać sprawozdania finansowe, podatki.gov.pl: e-Sprawozdania Finansowe, biznes.gov.pl: zeznanie roczne CIT-8.
