For many foreign-owned companies operating in Poland, annual financial statements are seen as a technical accounting exercise handled by local accountants. In reality, Polish law places direct responsibility on company directors—including foreign management board members—for the accuracy, completeness and timely filing of the annual financial statements.
Understanding these responsibilities is essential to managing risk, avoiding penalties, and ensuring compliance with Polish regulations.
Who Is Responsible for Financial Statements in Poland?
Under Polish law, the management board (zarząd) bears responsibility for:
- preparing the annual financial statements,
- ensuring they comply with Polish accounting regulations,
- signing and approving the statements,
- and submitting them for filing within statutory deadlines.
This responsibility applies regardless of whether accounting is outsourced to an accounting firm or shared service center. Delegation of accounting tasks does not transfer legal responsibility away from the directors.
For foreign directors, this is often a key difference compared to other jurisdictions.
What Are Annual Financial Statements in Poland?
Polish annual financial statements typically consist of:
- balance sheet,
- profit and loss account,
- notes to the financial statements,
- and, where applicable:
- cash flow statement,
- statement of changes in equity,
- management report.
They must be prepared in accordance with Polish Accounting Act (Polish GAAP), even if the group reports under IFRS or other standards.
Key Director Responsibilities You Should Be Aware Of
1. Ensuring Compliance With Polish Accounting Rules
Directors must ensure that the financial statements:
- follow Polish GAAP,
- reflect the company’s true financial position,
- are consistent with accounting records,
- include all required disclosures.
Group reporting adjustments, management estimates or IFRS‑based treatments cannot simply replace Polish statutory rules.
2. Review and Approval – Not a Formality
Signing financial statements in Poland is a formal legal act, not just an administrative step.
By signing, directors confirm that they:
- have reviewed the content,
- believe it is accurate and complete,
- and accept responsibility for it.
Foreign directors are increasingly asked by auditors and authorities to demonstrate actual oversight, not just reliance on advisors.
3. Qualified Electronic Signature Requirement
Financial statements must be signed using a qualified electronic signature or trusted e‑signature recognized in Poland.
All management board members required to sign must:
- hold a valid signature,
- ensure it is issued in time,
- and sign within statutory deadlines.
Lack of a valid signature is one of the most common reasons for delayed filings.
4. Strict Filing Deadlines
Polish law provides clear statutory deadlines, including:
- preparation of financial statements,
- management board approval,
- shareholders’ approval,
- electronic filing with the National Court Register (KRS).
Missing deadlines may result in:
- financial penalties,
- summons from the court,
- personal liability for directors,
- or even forced liquidation proceedings in extreme cases.
5. Audit Cooperation (When Applicable)
If the company is subject to a statutory audit, directors are responsible for:
- ensuring cooperation with auditors,
- providing complete and accurate information,
- addressing audit findings,
- approving final audited statements.
In practice, audit delays often stem from unclear roles between group finance, local accounting and management board members.
Personal Liability of Directors
Directors should be aware that failure to meet financial reporting obligations can trigger:
- fines under Polish regulations,
- civil liability toward the company,
- and, in serious cases, criminal liability.
Foreign residency does not exempt directors from responsibility under Polish law.
Common Challenges for Foreign Directors
In our daily work with international companies, we most often see issues related to:
- assuming group reporting equals statutory compliance,
- underestimating documentation requirements,
- missing electronic signature readiness,
- unclear approval processes within the group,
- last‑minute involvement of directors before deadlines.
Best Practices for Foreign‑Owned Companies
To manage director responsibilities effectively, we recommend:
- early planning of year‑end closing and approvals,
- clear division between Polish statutory accounting and group reporting,
- timely setup of qualified electronic signatures,
- regular communication between directors and local accountants,
- and review of financial statements well before formal signing.
How Leinonen Poland Supports Directors and CFOs
Leinonen Poland supports foreign‑owned companies by:
- coordinating statutory financial statement preparation,
- explaining Polish requirements to foreign directors,
- guiding management boards through approval and signing steps,
- supporting audit processes,
- and ensuring timely and compliant filings.
Our role is not only to prepare figures—but to help directors understand and manage their legal responsibilities in Poland with confidence.
