Filing financial statements with the KRS

The deadlines for preparation and approval run from the last day of the financial year (dzień bilansowy), and the deadline for filing with the KRS runs from the date of approval. If the financial year is the calendar year, the statements for 2026 go through these steps:

The umowa spółki can set a different financial year, also consisting of 12 consecutive full months (art. 3 ust. 1 pkt 9 ustawy o rachunkowości). The 3 and 6 months are then counted from the last day of that year, while the 15 days for filing always run from the actual date of the meeting. For example, if the statements are approved on May 20, the last day for filing is June 4, because the day of approval itself is not counted (art. 111 § 2 Kodeksu cywilnego).

In this scheme, March 31 is the deadline for preparing the statements. The annual CIT-8 return and the payment of any tax due fall on the same date (art. 27 ust. 1 ustawy o CIT), so the two deadlines are often confused, and people think the statements must already be sent to the KRS by March 31.

Sometimes the meeting has not taken place by June 30 or has not approved the statements. Even so, the unapproved statements are sent to the KRS within 15 days after the six months expire, which for a calendar year means by July 15. Once the meeting approves them, the statements are filed a second time, together with the resolution and the other documents, also within 15 days (art. 69 ust. 2 ustawy o rachunkowości).

The first year of a new company can be longer than twelve months. An Sp. z o.o. that started operating in the second half of the year may combine that period with the following year and prepare a single set of statements (art. 3 ust. 1 pkt 9 ustawy o rachunkowości). With such a start, the first CIT tax year can also be extended to the end of the following calendar year if the tax year is the calendar year (art. 8 ust. 2a ustawy o CIT). An Sp. z o.o. with a calendar year that started operating in September 2026 can file its first statements for the period from September 2026 to December 2027.

Financial statements are filed with the KRS by companies in the register of entrepreneurs (art. 69 ust. 1 ustawy o rachunkowości): sp. z o.o., S.A., prosta spółka akcyjna, spółka komandytowa and komandytowo-akcyjna. A spółka jawna and a spółka partnerska join this list when they keep full books. Cooperatives and branches of foreign companies also report to the KRS.

For an Sp. z o.o., full books are mandatory from the first transaction regardless of revenue (art. 2 ust. 1 pkt 1 ustawy o rachunkowości), so every such company has annual statements to file. For more on what goes into full accounting for an Sp. z o.o., see our separate article. The registration steps are covered in the guide on how to open an Sp. z o.o.

A sole proprietor (JDG) is not in the KRS. Their details are held in CEIDG. A JDG switches to full books when its revenue for the previous year reaches EUR 2.5 million (art. 2 ust. 1 pkt 2 ustawy o rachunkowości). Such a business owner also prepares statements in XML and approves them themselves, but sends them to the Szef KAS by the annual PIT return deadline, that is, by April 30 (art. 45 ust. 1 and 5 ustawy o PIT). We wrote more about a sole proprietor's accounting in our article on accounting for a JDG.

A spółka cywilna does not send statements anywhere, neither to the KRS nor to the tax office, as the Ministry of Finance states explicitly on podatki.gov.pl. A spółka jawna of individuals and a spółka partnerska with revenue below EUR 2.5 million for the previous year that do not keep full books file only a declaration with the KRS that they have no obligation to prepare financial statements, starting with reporting for 2025, and they have six months from the end of the year to do so (art. 70a ustawy o rachunkowości).

Yes. The Accounting Act has no separate regime for companies without sales, so an Sp. z o.o. with no revenue closes its books on the last day of the year and goes through the same three stages within the same deadlines (art. 12 ust. 2 pkt 1, art. 52, 53 and 69 ustawy o rachunkowości). A CIT-8 return for such a year is filed as well.

Suspending the business (zawieszenie) does not remove the obligation. While suspended, the company performs all obligations imposed by law (art. 25 ust. 2 pkt 5 Prawa przedsiębiorców), and biznes.gov.pl explicitly lists bookkeeping and the annual financial statements among them. The Accounting Act makes a narrow exception only for closing the books: for a year in which the business was suspended throughout, the books need not be closed if the company recorded no depreciation and there were no other events with property or financial consequences (art. 12 ust. 3b ustawy o rachunkowości). This provision does not exempt the company from the statements.

The core is the same for any Sp. z o.o.: the balance sheet (bilans), the income statement (rachunek zysków i strat) and the notes (informacja dodatkowa) with the accounting policies and a breakdown of the figures (art. 45 ust. 2 ustawy o rachunkowości). A company that is no longer micro or small in size adds two more parts: a cash flow statement (rachunek przepływów pieniężnych) and a statement of changes in equity (art. 45 ust. 3).

The following are sent to the KRS together with the statements (art. 69 ust. 1 ustawy o rachunkowości):

• the annual statements themselves, as a single XML file;
• the shareholders' meeting resolution approving the statements and the resolution on the distribution of profit or coverage of loss;
• the management board's report on operations (sprawozdanie z działalności), if the company prepares one;
• the auditor's report (sprawozdanie z badania), if the statements were audited by a biegły rewident.

A micro company is one that, in the reporting year and the year before, stayed within at least two of the three limits: 2,000,000 zł in assets, 4,000,000 zł in revenue and 10 employees (art. 3 ust. 1 pkt 1a ustawy o rachunkowości). Micro and small companies may prepare the balance sheet and the income statement in simplified form (art. 46 ust. 5 and art. 47 ust. 4) and skip the report on operations if the notes include information on own shares bought back (art. 49 ust. 4 and 5). The status alone does not bring the simplifications: both require a resolution of the shareholders' meeting (art. 49c ust. 1). The Ministry of Finance says the resolution is adopted before the statements are prepared, for a calendar year no later than March 31.

An audit is required when, in the previous year, the company reached two of the three thresholds: at least 50 employees on average for the year in full-time equivalents, EUR 3,125,000 in total assets and EUR 6,250,000 in net revenue from sales (art. 64 ust. 1 pkt 4 ustawy o rachunkowości, values in force from the 2025 statements). So high revenue alone is not enough. The audit firm is chosen by the shareholders' meeting unless the umowa spółki assigns this choice to another body (art. 66 ust. 4), the audit is completed before the statements are approved, and the auditor's report goes to the KRS together with them.

The statements of a company registered in the KRS exist only in electronic form, as a single XML file following the Ministry of Finance logical structure (art. 45 ust. 1f and 1g ustawy o rachunkowości). The system will not accept a PDF, a scan of paper statements or an Excel spreadsheet. The structures are published on the Struktury e-sprawozdań page of the Ministry of Finance. Statements prepared from January 1, 2026 use their second version, with separate variants for micro companies, for small companies using simplifications and for all others.

The start of the file states the period, the preparation date, the NIP, the KRS number and the PKD code of the main activity. The notes can be embedded in the same XML as a PDF or DOC document. Figures may be shown in złoty or in thousands of złoty if this does not distort the picture (art. 45 ust. 5), and the ministry has a separate structure for each option. A file that fails schema validation will not get into the repository.

You can build the XML for free in the ministry's browser-based application e-Sprawozdania Finansowe. It checks the file against the structure right away, and the file is signed in the same application. The application does not keep the books. The figures are copied into it from the books, and you cannot send the statements to the KRS from it either. Accounting software with an e-sprawozdania module, by contrast, generates the XML directly from the books, as wFirma does, for example. The PDF shown by the ministry's application is for reading only, and it says so: «Dokument nie jest sprawozdaniem finansowym».

The management board's report on operations has no strict structure. It is prepared as an ordinary electronic document, for example a PDF, and signed with the same types of signature (art. 49 ust. 7 ustawy o rachunkowości).

The statements bear the signatures of two parties: the accountant entrusted with keeping the books and the head of the entity (kierownik jednostki), which in an Sp. z o.o. is the management board (art. 52 ust. 2 ustawy o rachunkowości). On a board of several people, one member can sign electronically, and the others give written declarations that the statements meet the legal requirements. These declarations may also be on paper, in which case the signing board member makes electronic copies of them (art. 52 ust. 2b–2e). Anyone who disagrees with the statements explains the refusal in writing, and the explanation goes to the KRS together with the statements (art. 69 ust. 3a). The statements cannot be signed under a power of attorney.

A qualified electronic signature, a podpis zaufany and a podpis osobisty from a Polish e-dowód are accepted (art. 45 ust. 1f). The podpis zaufany is tied to a PESEL, so a board member without a PESEL signs with a qualified signature. The Ministry of Finance also accepts qualified signatures issued in other countries, including outside the EU, in XAdES format. All signatures must be added within three months after the end of the year, and if March 31 falls on a non-working day, the deadline does not move.

Finally, the law separates signing the statements from signing the application to the KRS. A PESEL number in the register is needed only for the latter (art. 19e ust. 2 ustawy o KRS).

The statements are approved by the annual shareholders' meeting (zwyczajne zgromadzenie wspólników), held within six months after the end of the financial year (art. 231 § 1 KSH). The KRS needs two resolutions (uchwała) from this meeting: the first approves the statements, and the second decides how to distribute the profit or cover the loss (art. 231 § 2 pkt 1 and 2 KSH). The law puts on the same agenda the approval of the management board's report on operations and the absolutorium, that is, approval of the work of the company's officers for the year (art. 231 § 2 pkt 1 and 3 KSH). The company gives shareholders access to the statements, the report on operations and the auditor's report no later than 15 days before the meeting (art. 68 ust. 1 ustawy o rachunkowości). In a company with a single shareholder, that shareholder exercises the powers of the meeting (art. 156 KSH). The resolutions can be attached to the KRS application as a copy, such as a scan, if it has been signed with a qualified signature, a podpis osobisty or a podpis zaufany by a person entitled to sign the application itself (art. 19e ust. 3 ustawy o KRS).

Since February 23, 2026, the Repozytorium Dokumentów Finansowych (RDF) has been running in a new version on the Portal Rejestrów Sądowych. Old RDF addresses on ekrs.ms.gov.pl redirect to the new ones, while guides showing the buttons of the previous interface, including those on biznes.gov.pl, no longer match the new version. The button names below are taken from the Ministry of Justice's official RDF user guide (version 1.2, June 2026).

1. Open the free KRS extract and check that at least one management board member or prokurent has a PESEL number entered there. If there is no such person, first resolve how the application will be signed. The options are described below in the section on PESEL.
2. Prepare the files: the signed statements in XML, the meeting's resolutions, and the report on operations and the auditor's report, if any. Each document goes as a separate file of up to 50 MB.
3. On prs.ms.gov.pl, open the «Krajowy Rejestr Sądowy» section, the «RDF - Bezpłatne zgłaszanie dokumentów finansowych» item, and click «Zaloguj kontem PRS». An account is created with the «Załóż konto w PRS» button via login.gov.pl (Profil Zaufany or e-dowód) or with a qualified signature. An old eKRS account is linked with the «Połącz konto RDF/S24 z kontem PRS» button, and the link cannot be undone later.
4. Click «Dodaj zgłoszenie/korektę», enter the KRS number, then click «Wyszukaj» and «Zarejestruj nowe zgłoszenie». The system will show the extract, the persons authorized to represent the company and previously filed documents. An attorney or legal adviser who files the application under a power of attorney is added at this step with the «Dodaj dane pełnomocnika» button.
5. In the «Rodzaj zgłoszenia» field, select «Roczne sprawozdania finansowe i inne dokumenty finansowe», enter the period start and end dates and click «Zapisz zmiany». Then add each document with the «Dodaj dokument» button, specifying the document type and its preparation date. A signature saved as a separate file is attached together with the document.
6. Not all board members signed the statements? Instead of the default «Nie dołączaj», select «Dołącz dodatkowe dokumenty» and attach the declarations of the other members or the written refusal to sign.
7. Sign the application with the «Podpisz» button or pass it to another person authorized to sign via «Udostępnij do podpisu», using their PRS account number. When the status changes to «Podpisany», click «Wyślij zgłoszenie do Repozytorium Dokumentów Finansowych» and confirm sending. The system deletes an unsent draft after 14 days.

How do you check that the statements have been accepted?

Right after sending, an electronic confirmation of the application with the date arrives in the account (§ 6 ust. 1 rozporządzenia Ministra Sprawiedliwości z 19 marca 2018 r. w sprawie sposobu składania zgłoszeń, sposobu i trybu komunikacji ze zgłaszającym oraz sposobu i trybu weryfikacji dołączonych do zgłoszenia dokumentów). Then notifications appear in the «Powiadomienia» tab about the registration of the application, the entry (wzmianka) in the KRS and the posting of the documents in the repository, which can take up to 24 hours at peak times. In the «Zgłoszenia i korekty wysłane» list, the final status is «Obsługa zakończona». If the status is «Błąd przetwarzania», send the application again or contact the Centrum Wsparcia Użytkownika.

You can see the result without logging in: in the public RDF document browser by KRS number and in the free extract, where an entry on the filing of the statements with the date appears in dział 3. No one checks the content of the statements on filing. The system checks the XML structure, the signatures and the authority of the person signing (art. 19e ust. 7 ustawy o KRS, § 5 of the same rozporządzenie), and the court may review the documents later. An error in a document already filed is fixed by a correction filed the same way.

This happens in companies whose board consists only of foreigners without a Polish PESEL, and where a person has a number but it was not entered in the KRS. Any PRS account holder, such as an accountant, can prepare the application in RDF, but on the company's side only a person whose PESEL is entered in the KRS may sign it: a management board member authorized to represent the company, a prokurent or a liquidator (art. 19e ust. 2 ustawy o KRS). An accounting firm is not one of these persons. The official RDF help lists three options:

• enter the board members' PESEL numbers in the KRS by filing an application to change the data, if they have the numbers;
• entrust the filing to a professional representative, an attorney or legal adviser (adwokat, radca prawny), by granting a power of attorney (art. 19e ust. 3a ustawy o KRS);
• file a paid KRS-Z30 application to have the filing of the statements noted in the register.

If the company already has a prokurent entered in the KRS together with a PESEL, these steps are not needed, as the prokurent will sign the application. It is better to settle this before the meeting, since the 15 days for filing start running from the date of approval. Signing the statements themselves does not require a PESEL in the register, and a qualified signature is enough.

First, the registry court calls on the obligated persons to file the documents within an additional 7-day period, under threat of a fine (art. 24 ust. 1 and 1b ustawy o KRS). If the statements still do not arrive, the court imposes a fine (grzywna) and may then impose it again (art. 24 ust. 2). The cap for a single order is 15,000 zł, and the court can exceed it only after two fines have not worked. In total, the fines in one case cannot exceed 1 million zł (art. 1052 Kodeksu postępowania cywilnego). However, once the statements are filed, any fines unpaid by that day are canceled.

The Accounting Act treats the kierownik jednostki, that is, the entire management board, as the obligated party (art. 3 ust. 1 pkt 6 and art. 69 ust. 1 ustawy o rachunkowości). A contract with an accounting firm does not relieve the board members of this responsibility (art. 4 ust. 5). In addition, intentionally failing to file the statements with the KRS is a crime punishable by a fine (grzywna) or restriction of liberty (art. 79 pkt 4 ustawy o rachunkowości).

If there are no statements for two consecutive financial years even though the court called for them, it opens proceedings on its own initiative to dissolve the company without liquidation (art. 25a ust. 1 pkt 4 ustawy o KRS). The law makes no exception for a technical failure on the last day, so it is better to send the statements at least a week before the deadline.

The accountant who keeps the company's books prepares the statements in XML, signs them and can put together the application in RDF. That leaves the board with signing the statements, convening the shareholders' meeting, and signing the application or granting a power of attorney to an attorney or legal adviser. Preparing the annual financial statements and filing them with the KRS are part of the Łatwy Start service accountant for an Sp. z o.o.: we prepare the statements and put together the application in RDF, and a board member with a PESEL signs it in the system. Prices are listed in our accounting services price list.

If you plan to open a company only to invoice for your own work, it is also worth looking at the Łatwy Start business incubator. There, the incubator issues the invoices, and the resident has no books of their own and no annual statements to file with the KRS.