Full accounting (pełna księgowość) for an Sp. z o.o. in Poland: obligations, reporting and risks

The annual financial statements (Sprawozdanie finansowe) are prepared within 3 months after the end of the year (art. 52 ust. 1 ustawy o rachunkowości). For micro and small companies, they consist of the balance sheet (Bilans), the income statement (Rachunek zysków i strat) and additional information (Informacja dodatkowa). Other companies also prepare a cash flow statement and a statement of changes in equity (art. 45 ust. 2–3). A company counts as small if, in the reporting year and the previous year, it did not exceed two of the three thresholds: assets of 33,000,000 zł, revenue of 66,000,000 zł, and an average of 50 employees (art. 3 ust. 1 pkt 1b).

The statements must be approved at the shareholders' meeting (Zgromadzenie wspólników) no later than 6 months after the end of the year (art. 53 ust. 1). Within 15 days of approval, they are filed with the register through the Repozytorium Dokumentów Finansowych (RDF) on the PRS portal (prs.ms.gov.pl), together with the meeting's resolution approving the statements and on the distribution of profit, and, if audited, with the auditor's report as well (art. 69 ust. 1). Not approved on time? The statements are still filed within 15 days after the 6-month deadline, and then filed again with the meeting's resolution within 15 days of approval (art. 69 ust. 2). A company registered in the KRS does not send them separately to the tax office (art. 27 ust. 2 ustawy o CIT).

The statements are prepared electronically and signed with a qualified electronic signature, a podpis zaufany or a podpis osobisty (art. 45 ust. 1f ustawy o rachunkowości). They are signed by the accountant who keeps the books and by the management board: all of its members, or one of them if the others have confirmed in writing that the statements comply with the law (art. 52 ust. 2 and 2b). The application to RDF can be signed and sent by a management board member or a prokurent whose PESEL number is entered in the KRS, or by an adwokat or radca prawny under a power of attorney (art. 19e ust. 2 and 3a ustawy o KRS). The accountant is not on this list. So if no one on the management board has a PESEL, arrange things with a lawyer in advance or appoint a prokurent with a PESEL. We covered filing in more detail in our article on the annual report to the KRS.

An audit of the statements is mandatory if, for the previous year, the company reached two of the three thresholds: an average of 50 employees, assets of at least EUR 3,125,000, revenue of at least EUR 6,250,000 (art. 64 ust. 1 pkt 4 ustawy o rachunkowości, from the 2025 reporting year).

For taxes and contributions, the company files:

• CIT-8, the annual corporate income tax return, by the end of the third month after the year ends. Any tax still due is paid by the same deadline (art. 27 ust. 1 ustawy o CIT). The standard rate is 19%. The 9% rate on income other than capital gains applies if the company's revenue in the current year stays within EUR 2 million and the company is either a small taxpayer (sales including VAT of up to EUR 2 million in the previous year) or in its first year of business (art. 4a pkt 10, art. 19 ust. 1 pkt 2, ust. 1d–1e). However, a company created by transforming a JDG or with a contributed business worth more than EUR 10,000 pays 19% in the year it was created and in the following year (art. 19 ust. 1a). When profit is paid out to the owner as a dividend, a further 19% PIT is withheld from it (art. 30a ust. 1 pkt 4 ustawy o PIT);
• CIT advance payments are made monthly, by the 20th of the following month; small companies and companies in their first year of business may pay quarterly (art. 25 ust. 1a–1c ustawy o CIT);
• JPK_V7M every month by the 25th, a single file that contains both the return and the VAT register. A small VAT payer (sales including VAT of up to EUR 2 million in the previous year) can switch to JPK_V7K and file the return part quarterly, but the register still goes in every month. The quarterly option is not available for the first 12 months after VAT registration (art. 2 pkt 25, art. 99 ust. 1–3a, art. 109 ust. 3b–3c ustawy o VAT);
• the books in JPK format after the end of the year, by the end of the seventh month, or by July 31 for a calendar year (art. 9 ust. 1c ustawy o CIT). The obligation is being phased in: companies that file JPK_V7M send their books for the first time for 2026, and all others, including those filing JPK_V7K and companies without VAT, for 2027 (art. 66 ust. 2 ustawy z 29.10.2021, Dz.U. 2021 poz. 2105, as amended by Dz.U. 2023 poz. 1059);
• ZUS DRA and contributions for employees and contractors under umowa zlecenia by the 15th of the following month (art. 47 ust. 1 pkt 3 ustawy o systemie ubezpieczeń społecznych). Withheld PIT is paid over by the 20th, the payer's annual returns are filed by the end of January, and each person receives a PIT-11 (art. 38, 39 and 42 ustawy o PIT).

The sole shareholder of the company pays ZUS for themselves as a business owner, on a base of 60% of the projected average wage and without the reduced ZUS for new businesses (art. 8 ust. 6 pkt 4, art. 18 ust. 8, art. 18a ust. 1 ustawy o systemie ubezpieczeń społecznych). In 2026, this comes to 1,926.76 zł in contributions including voluntary sickness insurance and 830.58 zł of składka zdrowotna (art. 81 ust. 2za ustawy o świadczeniach opieki zdrowotnej), a total of 2,757.34 zł a month, due by the 20th.

The company issues invoices in the Krajowy System e-Faktur (KSeF). Companies with turnover above 200 million zł in 2024 switched to it on February 1, 2026, and all others on April 1, 2026 (art. 145l ustawy o VAT). Until the end of 2026, invoices can still be issued outside the system as long as the monthly total of such invoices, including VAT, stays within 10,000 zł. The right is lost from the invoice on which the monthly total exceeds this limit (art. 145m). At the same time, from 2027, invoices issued outside KSeF will be subject to penalties (art. 106ni ustawy o VAT).

It is better to decide on VAT registration before your first deals with Polish counterparties, since the VAT-R application is filed before the first taxable sale (art. 96 ust. 1 ustawy o VAT). An Sp. z o.o. may choose not to become an active VAT payer as long as its sales in the previous and current year do not exceed 240,000 zł (for a new business, the limit is prorated by the number of days in operation), provided its services are not on the list of exclusions, which includes, for example, legal and consulting services (art. 113 ust. 1, 9 and 13). At the same time, buying services from foreign companies or providing services to businesses in the EU requires VAT-UE registration before the first such transaction (art. 97 ust. 3). We explained how to register in our article on how to obtain VAT payer status.

Mistake 1. Mixing personal and corporate accounts

An owner who also sits on the management board pays for personal purchases with the corporate card and puts off the paperwork until later. But the company's assets and the shareholder's assets are separate, and the share capital (kapitał zakładowy) is not the owner's personal reserve. A shareholder receives the company's money through lawful channels, for example as a dividend after the annual financial statements are approved (art. 53 ust. 4 ustawy o rachunkowości), and no payments may be made from the assets needed to cover the share capital (art. 189 § 2 KSH). The shareholder must return an unlawful payment, and the board members responsible for it are jointly and severally liable with the shareholder for returning it (art. 198 § 1 KSH).

In addition, personal expenses paid through the company account do not reduce CIT, because they are not incurred to earn the company's income (art. 15 ust. 1 ustawy o CIT), and the VAT on them cannot be deducted (art. 86 ust. 1 ustawy o VAT). If they are not formalized, for example as a loan, the tax office may treat them as the recipient's income for PIT. In a company on Estonian CIT, such payments are explicitly called hidden profits (ukryte zyski, art. 28m ust. 3 ustawy o CIT) and are taxed. Late-payment interest (odsetki za zwłokę) accrues on the arrears, at 10.5% a year since March 5, 2026 (art. 56 § 1 Ordynacji podatkowej).

Mistake 2. A report not filed with the KRS on time

The company filed its tax returns but forgot to submit the Sprawozdanie finansowe to the Register. These are separate obligations, and the tax office will not remind you about the KRS. The registry court first calls on the company to file the statements within an additional 7-day period, then imposes a fine. Each court order can impose up to 15,000 zł, the fine can be repeated, and if two fines have not worked, the next one can be higher, but no more than 1 million zł in total in one case (art. 24 ust. 1, 1b and 2 ustawy o KRS, art. 1052 KPC). The fine is imposed on the board members, because filing the statements is the board's duty (art. 69 ust. 1 ustawy o rachunkowości). If, despite the court's summons, the statements have not been filed for 2 years in a row, the court itself opens proceedings to dissolve the company without liquidation (art. 25a ust. 1 pkt 4 ustawy o KRS).

In addition, the Accounting Act provides for criminal liability. Failing to file the statements with the KRS is punishable by a fine (grzywna) or restriction of liberty (art. 79 pkt 4 ustawy o rachunkowości), and not keeping the books, keeping them unreliably or not preparing the statements is punishable by a fine, imprisonment of up to 2 years, or both (art. 77).

Mistake 3. Working without a signed contract with an accountant

The company hands documents to a «friendly accountant» verbally, without a contract for accounting services (umowa o prowadzenie ksiąg rachunkowych). By law, the management board (kierownik jednostki) is responsible for the accounting, and if the board has several members and no one has been designated as responsible, all of them are (art. 3 ust. 1 pkt 6 and art. 4 ust. 5 ustawy o rachunkowości). An accounting firm can take on responsibility for the work entrusted to it only in writing, so without a contract everything stays with the board. Even so, a contract does not relieve the board of responsibility, including for supervision, and responsibility for the physical count (spis z natury) cannot be transferred (art. 4 ust. 5). The accountant is at risk too. Anyone who handles a company's financial affairs under a contract or in practice is liable for tax offenses as the perpetrator (art. 9 § 3 Kodeksu karnego skarbowego).

When choosing an accounting firm, ask for a copy of its current OC policy (ubezpieczenie odpowiedzialności cywilnej). The law requires at least EUR 10,000 per event, and the insurance must be in force from the firm's first day of operation (§ 3 and § 4 ust. 1 rozporządzenia Ministra Finansów z 6 listopada 2014, Dz.U. 2014 poz. 1616).

All three mistakes happen where it is not written down who is responsible for what. So before signing the contract, check what is included in accounting services for an Sp. z o.o. and which tasks the accounting firm takes on.

Transactions with other businesses worth more than 15,000 zł must be paid only through a bank account (art. 19 Prawa przedsiębiorców). Paying such an invoice from a VAT payer to an account that is not on the tax authorities' white list does not reduce CIT unless you notify the tax office within 7 days of the transfer (art. 15d ust. 1 pkt 2 and ust. 4 ustawy o CIT).

Books are kept for at least 5 years from the start of the year following the year they relate to, and approved annual financial statements for at least 5 years from the start of the year following the year of approval (art. 74 ust. 1–3 ustawy o rachunkowości). The tax office needs the documents until the limitation period expires, which happens 5 years after the end of the year in which the tax was due (art. 70 § 1, art. 86 § 1 Ordynacji podatkowej). As a result, documents for a given year are usually kept for about 6 years after it ends.

For a small Sp. z o.o. with a few transactions a month, an in-house accountant usually costs more than an accounting firm. Compare the firm's price for your volume of documents with the salary and contributions of your own employee. You can see what our services cost in our accounting services price list. If you still decide to hire an accountant on staff, we covered how to look for one in our article on how to find an accountant.

No license is needed to keep books (art. 76a ust. 1 and 3 ustawy o rachunkowości). People who keep books must have full legal capacity and no criminal record for offenses against the reliability of documents, property, business transactions, or trading in money and securities, for tax (skarbowe) offenses, or for offenses under Chapter 9 of that act (art. 76a ust. 3). The company tells the tax office who keeps the books and where the documents are stored within 21 days of KRS registration, and within 7 days when it changes accounting firms (art. 5 ust. 2b pkt 2 and ust. 2c, art. 9 ust. 1 ustawy o zasadach ewidencji i identyfikacji podatników i płatników). Filing late can lead to a fine under the Kodeks karny skarbowy (art. 60 § 3 KKS).

In the contract with the accounting firm, spell out:

• which duties the firm takes on and that it accepts responsibility for them (art. 4 ust. 5 ustawy o rachunkowości);
• the OC policy number and coverage amount;
• where the books are kept (art. 60 § 2 Kodeksu karnego skarbowego);
• deadlines for handing over documents and deadlines for the firm's work;
• how the firm hands over the books and documents if the contract is terminated;
• a data processing agreement for employees' and contractors' personal data (umowa powierzenia, art. 28 ust. 3 RODO).

By law, an accounting firm screens its clients under anti-money laundering rules (art. 2 ust. 1 pkt 17 ustawy o przeciwdziałaniu praniu pieniędzy oraz finansowaniu terroryzmu), so it will ask for information about the company's owners. When choosing services for your company, first look at the scope of services and cost of accounting for an Sp. z o.o.

News on accounting rules is published by the Ministry of Finance at gov.pl/web/finanse.