Financial statements of a sp. z o.o.: who files them, when and where

The financial statements of a sp. z o.o. are prepared by the board within 3 months of the end of the financial year, approved by the shareholders within 6 months, and filed by the board with the KRS within 15 days of approval. For a calendar year this means 31 March and 30 June, and filing with the KRS by 15 July at the latest if approval takes place on the last day of June.

The obligation also applies to a company that had no revenue. Below we explain what the statements contain, who signs them, how to file them with the KRS and what happens if you are late. At the end we explain how this works when buying a ready-made company.

Deadlines for the financial statements of a sp. z o.o.

The deadlines run from the balance sheet date. Most companies have a financial year equal to the calendar year, so for 2026 the balance sheet date is 31 December 2026. The table shows the full path and who is responsible for each stage.

If the shareholders approve the statements on 20 May, the 15 days run from that date, not from the end of June. Statements that were not approved on time must still be filed within 15 days after the six months have passed, and then filed again with the documents after approval (art. 69(2)).

What the financial statements of a sp. z o.o. contain

The basic statements consist of a balance sheet, a profit and loss account and notes (art. 45(2) of the Accounting Act). The balance sheet shows what the company has and how it was financed. The profit and loss account shows the result for the year. The notes describe the policies adopted and explain the items. A sp. z o.o. also prepares a management report (art. 49(1)), unless it uses the exemption for micro and small entities.

Micro or small entity status depends on three measures. A company falls into the group when it does not exceed at least two of them.

The simplifications do not apply automatically. The decision to use them and to waive the management report is taken by the approving body, which in a sp. z o.o. is the shareholders (art. 49c(1)). It is worth recording it in a resolution and, when waiving the management report, giving the required information on own shares in the notes.

A mandatory audit by a statutory auditor applies to a company that in the previous year met at least two conditions: 50 people in average annual employment, EUR 3,125,000 of total assets or EUR 6,250,000 of net revenue (art. 64(1)(4)). A new company is usually far below these thresholds.

Electronic form and signatures

A company entered in the KRS prepares its statements electronically, in the logical structure and format published by the Minister of Finance, with a qualified electronic signature, trusted signature or personal signature (art. 45(1f) and (1g)). A normal PDF or a scan is not enough. The XML file is usually prepared by accounting software, and the Ministry of Finance also provides the e-Sprawozdania Finansowe application.

The statements are signed by the person entrusted with keeping the books and by the board. With a multi-member board there are two routes: all members sign, or at least one does while the others file statements that the financial statements meet the requirements of the Act (art. 52(2) and (2b)). A refusal requires a written justification attached to the statements. It is worth remembering that the head of the entity, meaning the board, is responsible for fulfilling the obligations under the Act, even when an accounting firm keeps the books (art. 4(5)).

Approval of the statements by the shareholders

Approval takes place at the ordinary shareholders’ meeting, which adopts the statements, decides on the distribution of profit or coverage of loss and grants discharge (art. 228(1) and art. 231 § 2 KSH). In a single-member company, the sole shareholder exercises the powers of the meeting (art. 156 KSH). We describe how these decisions are taken in our article on shareholder resolutions in a sp. z o.o.

How to file financial statements with the KRS

The documents are filed electronically in the Ministry of Justice system, through the Financial Documents Repository. It is not a paper application or a postal submission. The order is simple.

1. Prepare the set under art. 69(1): the financial statements, the resolution approving them and distributing profit or covering loss, and the management report and audit report if the company prepares them.
2. Log in to the system with an account set up using a qualified signature or the Trusted Profile.
3. Attach the files and a statement that the documents meet the requirements of the Accounting Act (art. 19e(6) of the KRS Act, in Polish).
4. Sign the filing. This must be done by at least one person authorised to represent the company, a commercial proxy or a liquidator whose PESEL is disclosed in the KRS (art. 19e(2)). The resolution can be attached as a copy signed by the same person (art. 19e(3)).

Filing in this way is free. If none of the representatives has a PESEL disclosed in the register, the system will not accept a free filing. The statements can then be filed by an advocate or attorney-at-law with an appropriate power of attorney (art. 19e(3a)), or a paid application must be filed. This is a common obstacle in companies run by foreigners, so it is worth planning for it in advance.

A company that files its statements with the KRS does not send them separately to the Head of the National Revenue Administration, because that obligation does not apply to it (art. 27(2) of the CIT Act). Approved statements must be kept for at least 5 years, counting from the beginning of the year following the year of approval (art. 74(1) of the Accounting Act).

Nil financial statements: a company with no activity

No revenue does not exempt you from the statements. A commercial company keeps books from the first event with financial or property consequences (art. 12(1)(1)), which is usually the payment of capital. The statements of such a company will therefore show PLN 5,000 of capital on the liabilities side and cash or receivables on the assets side, with little or nothing in the profit and loss account. People call them “nil” statements, but they are still subject to the same deadlines, signatures and approval.

There are two exceptions worth knowing. The first concerns new companies: if a company started operating in the second half of the financial year, the books and statements for that period can be combined with the following year (art. 3(1)(9)). A company that started in July 2026 can therefore prepare its first statements for the period up to 31 December 2027, and art. 8(2a) of the CIT Act gives a similar option for CIT. The decision must be made with the accountant at the start, because it affects the books and returns.

The second exception concerns suspension of activity. For a year in which activity was suspended throughout and there were no events with financial or property consequences, the books need not be closed (art. 12(3b)), and the ordinary meeting may not take place on the basis of a shareholder resolution (art. 231 § 6 KSH). Matters from that year then pass to the next meeting.

What happens if you do not file the financial statements

The consequences escalate gradually. The registry court calls for the documents and sets an additional 7-day deadline, and if the call is not complied with, it fines the board and can repeat the fine (art. 24 of the KRS Act). If despite the call the company does not file statements for 2 consecutive financial years, the court starts ex officio proceedings to dissolve it without liquidation (art. 25a(1)(4) of the KRS Act).

Separately, failing to file the statements with the register risks a fine or restriction of liberty (art. 79(4) of the Accounting Act), and allowing them not to be prepared risks a fine or imprisonment of up to 2 years, or both (art. 77(2)). The person is liable, not the company, so this concerns a board member personally.

Financial statements when buying a ready-made company

You can check the financial documents of any company yourself, without intermediaries. All you need is the KRS number and the public financial documents viewer. A recently formed company may not yet have filed any statements, because its first deadline has not passed. An older company should have them for every completed year.

VKANCELARIA’s ready-made companies have not traded or signed commercial contracts, and their tax returns and financial statements are filed on time. After the purchase, the new board takes over responsibility for the next statements. A company bought in 2026 files its statements for 2026 already under your management. Discharge covers everyone who held office in the year (art. 231 § 3 KSH), and a former board member must give the explanations needed for the statements (art. 203 § 3 KSH).

The statements are prepared from the books, so it is best to think about the deadlines from day one. The company’s accounting can be handled by VKSIĘGOWOŚĆ, the accounting firm of our group, but you choose the firm yourself. The other tasks of a new company are in our guide what to do after registering a sp. z o.o.