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Poland runs a statutory accounting regime. The Ustawa o rachunkowości prescribes how the books are kept and what the accounts contain, which is why nearly every Sp. z o.o. works with a biuro rachunkowe rather than keeping its own ledgers. For an owner abroad the practical result is that the company answers to four institutions, each on its own clock.
| Filing | Goes to | When |
|---|---|---|
| Annual financial statements, prepared under the Ustawa o rachunkowości | Repozytorium Dokumentów Finansowych at the KRS | Within 15 days of the shareholders approving them |
| CIT-8, the annual corporate income tax return | Urząd skarbowy | Annual, after the financial year ends |
| JPK_VAT records and VAT settlements, where registered | Urząd skarbowy, through the e-Deklaracje service | Monthly or quarterly |
| Payroll, income tax on salaries and social insurance | ZUS and the urząd skarbowy | Every pay run |
| Beneficial owners | Centralny Rejestr Beneficjentów Rzeczywistych | Within 14 days of the KRS entry, and of any later change |
| Changes to the zarząd, name, seat, PKD codes or shareholdings | KRS, with the urząd skarbowy notified on form NIP-8 | When the change is made |
The annual accounts are four steps rather than one, and the step foreign owners miss is the third. The biuro rachunkowe prepares the statements, the zarząd signs them, the shareholders approve them, and only then do they go into the Repozytorium Dokumentów Finansowych at the KRS, within 15 days of that approval.
Because the 15 days run from the approval and not from the year end, the date of the shareholders’ meeting is the hinge of the whole exercise. Fix it as soon as draft accounts exist, rather than treating it as a formality to arrange later.
Whether the accounts need an auditor is decided by size, not by legal form. An audit is required where two of three thresholds are exceeded: a balance sheet total above PLN 2.5 million, revenue above PLN 5 million, or more than 50 employees. Most owner managed companies stay under two of the three, but one growing into the test finds out late if nobody watches during the year.
Corporate income tax is 19%, with a 9% rate for small taxpayers whose annual revenue stays under the statutory threshold. There is also the ryczałt od dochodów spółek, the Estonian style regime, which taxes profit only when it is distributed and suits a company that reinvests rather than paying dividends out. Which one applies is a decision for the start of the financial year, not for the week the CIT-8 is drafted.
VAT is 23% standard with 8%, 5% and 0% reduced rates. Registration is compulsory above PLN 200,000 of turnover, and most companies trading business to business register voluntarily from the start so input VAT is recoverable.
The part that surprises owners who have run companies elsewhere is JPK. Poland does not collect a VAT return total, it collects the underlying records in a structured file. That changes what bookkeeping has to be: the ledger must be correct in its detail, month by month, because the detail is what gets submitted. It is the main reason a Polish company cannot be run on a box of invoices reconciled once a year.
If the company employs anyone in Poland it registers with ZUS, and contributions and payroll income tax then run monthly alongside the VAT cycle. A company that employs nobody has no monthly payroll cycle, which is why a holding entity is materially lighter to administer than a trading one.
The board is a separate question from employment. Shareholders face no residency, nationality or permit requirement, and the Krajowy Rejestr Sądowy will register a wholly foreign board. The point to watch is immigration rather than company law: a management board member from outside the EU and the EEA who performs the role in Poland for more than six months in any twelve month period needs a type D work permit. Below that the obligation does not arise, and an unpaid board appointment does not trigger it.
The Krajowy Rejestr Sądowy is kept by the sąd rejestrowy, so a change to a Polish company is a court entry rather than an administrative form, and the competent court follows the seat.
Appointments and dismissals of board members, by contrast, are made by shareholder resolution and filed without a deed, after which the urząd skarbowy is notified on form NIP-8 and the NIP stays with the company. A supervisory board is compulsory only where the share capital exceeds PLN 500,000 and there are more than 25 shareholders, so most owner managed companies never appoint one.
The Centralny Rejestr Beneficjentów Rzeczywistych is run by the Ministry of Finance and records any natural person holding more than 25 per cent of the shares or of the votes, or controlling the company by other means. The entry is due within 14 days of the KRS registration and has to be corrected within 14 days of any change, including a change that happens above the Polish company inside a foreign group.
This is not a footnote obligation. Failure to file carries a penalty of up to PLN 1,000,000 against the company, with personal liability on the members of the management board. It is the one entry in the Polish cycle where being late is expensive in itself rather than merely untidy.
Access has changed too, and older guides are wrong about it. Since 1 July 2026 only authorities and obliged institutions such as banks have direct access, and anyone else, journalists and researchers included, must apply and show a legitimate interest connected with money laundering prevention. Any source dated before mid 2026 that calls the CRBR public is out of date.
The siedziba is a KRS entry, and it decides which urząd skarbowy and which sąd rejestrowy the company belongs to, so moving the seat between cities moves both. We provide company seat addresses in Warsaw, Kraków, Wrocław, Poznań and other larger cities, and a specific location can usually be arranged where the business needs one.
For an owner outside Poland the address is only as good as what happens to the post. Letters from the tax office and the register arrive in Polish, on their own timetable, and often leave a short window to reply. A registered office has to deliver same week scanning and somebody who can say what a letter is before that window closes.
People reach this page searching for secretarial services in Poland, and the honest answer is that the office does not exist here. A Sp. z o.o. has a zarząd, whose members are named in the KRS and personally exposed for the company’s filings, and a zgromadzenie wspólników, the shareholders in meeting, which takes uchwały. There is no secretary to appoint and no filing that would record one.
| The job | Who holds it in a Polish company |
|---|---|
| Convening the zgromadzenie wspólników and recording its uchwały | The zarząd, with a notariusz where the resolution amends the umowa spółki |
| Keeping the lista wspólników current and filing it | The zarząd |
| Filings to the KRS, and to the tax office on NIP-8 | The zarząd, in practice through the corporate services provider |
| The CRBR entry | A member of the zarząd, personally, on the Ministry of Finance portal |
| Books, statements, CIT-8, JPK and payroll | The biuro rachunkowe |
| Corporate records and official correspondence | The company, at its siedziba |
That division is why the search term misleads. Nobody in Poland sells a company secretary. What is actually for sale is the administrative half of the zarząd’s own duties, carried out under its authority.
What we hold is the corporate and administrative side: the siedziba with post opened and explained, KRS filings whenever the zarząd, the name, the seat, the PKD codes or the shareholdings change, the NIP-8 notification that follows, the CRBR entry and its updates, the shareholders’ meeting paperwork including the resolution approving the accounts, the documents a notariusz needs before an appointment, and the bank relationship. Where an owner cannot attend a meeting, we can represent them under a power of attorney.
Bookkeeping stays with a biuro rachunkowe and we work alongside yours rather than replacing it. Where clients want to change accounting firm in Poland, the handover is its own small project: the ledgers for the current and preceding year, the filing authorisations held at the tax office, ZUS access and the payroll history all have to move. The clean moments are the start of a financial year, or the weeks just after the statements are approved. Moving mid quarter with a JPK file due is the version that goes wrong.
Related pages: company formation in Poland if the entity does not exist yet, ready made shelf companies in Poland if it should already exist, types of companies in Poland for the legal forms, bank accounts in Poland and worldwide, post transactional services in Poland for office space, recruitment and tax inspections, and company liquidation in Poland at the end. The same work next door is under corporate services in Slovenia and corporate services in Croatia.
No. The statutory organs of a Sp. z o.o. are the zarząd and the shareholders in meeting, with nothing in between, so the title cannot be given to anyone and nothing would be registered if it were. What people mean by secretarial services in Poland is divided between the zarząd, a notariusz for acts needing a deed, the biuro rachunkowe for the accounts, and the provider engaged for the corporate record.
We hold the registered seat, the KRS and NIP-8 filings, the CRBR entry, the shareholders’ meeting paperwork and the bank relationship. The biuro rachunkowe holds the books, the annual statements, CIT-8, the JPK files and payroll. The two halves have to agree, and holding them with separate providers means somebody is actually comparing them.
Yes, with planning. The ledgers for the current and previous year, the filing authorisations at the tax office, ZUS access and the payroll history all have to be handed over. The safe moments are the start of a financial year or the weeks after the annual statements are approved. Changing mid quarter with a JPK submission due is what causes missed filings.
Within 15 days of the shareholders approving them, into the Repozytorium Dokumentów Finansowych at the KRS. The approval starts that clock, so the date of the meeting drives the timetable. An audit is required only where two of three thresholds are exceeded: balance sheet total above PLN 2.5 million, revenue above PLN 5 million, or more than 50 employees.
Not the general public, not since 1 July 2026. Direct access is limited to authorities and obliged institutions such as banks, and anyone else must apply and demonstrate a legitimate interest connected with money laundering prevention. The entry itself is still compulsory, due within 14 days of registration and of any change, with penalties reaching PLN 1,000,000 and personal liability on the board.