Company Secretarial Work in Poland: What the Law Actually Requires

Poland does not have the office of “company secretary” that common-law jurisdictions do. There is no statutory role, no register of secretaries and no one whose job title makes the corporate housekeeping their responsibility.

The obligations exist anyway. They simply land on the management board, and in a foreign-owned company they are usually the first thing to be forgotten — because nobody was appointed to remember them.

The calendar nobody owns

Every year, without exception. The shareholders must approve the financial statements within six months of the balance-sheet date. For a calendar-year company that is 30 June. The approval is a resolution, minuted, and it must exist before the accounts can be filed with the KRS repository — which then has to happen within fifteen days.

That sequence catches foreign parents constantly. The accounts are prepared on time, and then sit waiting for a shareholder resolution that nobody scheduled, because in the parent’s jurisdiction the equivalent step is a formality that happens by itself.

Whenever anything changes. A new board member, a change of address, a change of share capital, a new shareholder, a change of business activity — each is a KRS filing, most within seven days of the event, and each carries a court fee.

Whenever beneficial ownership changes. The CRBR beneficial-owner register must be updated within fourteen days of the change. It requires an electronic signature and it carries a financial penalty for late filing. This is the single most commonly missed obligation we see in foreign-owned companies, usually because a change high up in a group structure was not recognised as a Polish filing event at all.

What the work actually consists of

Resolutions and minutes. Polish company law requires certain decisions to be taken as resolutions, some in writing, some before a notary. Approving accounts, distributing profit, appointing and dismissing board members, amending the articles, and any decision to continue trading where losses have eaten into share capital — each has a form, and using the wrong one can make the decision ineffective rather than merely untidy.

The share register. The company maintains a register of shareholders. It is not the KRS entry; the KRS reflects it. Keeping the two consistent is somebody’s job.

Filing changes with the KRS. Electronic, signed, within the deadline, with the supporting resolution attached.

Document retention. Corporate documents have retention periods, and “the previous accountant had them” is not a defence.

Where foreign-owned companies get caught

The signature problem. Filings are electronic and require a signature Poland recognises — a qualified certificate under eIDAS, or a Profil Zaufany. A board of non-residents with neither cannot file anything, including the annual accounts. Every year some companies discover this in the last week of June.

The group-change problem. A restructuring two levels above the Polish company can change its beneficial owners and start a fourteen-day clock in Warsaw. Nobody at group level thinks of it as a Polish event.

The dormancy assumption. A company that is not trading still has to approve and file accounts. Dormant is not exempt, and the fastest way to accumulate penalties is to assume otherwise.

The address that nobody reads. Correspondence from the tax office and the court goes to the registered address and is treated as delivered whether or not anyone opened it. A registered address that forwards nothing is worse than no address, because it creates the appearance of service.

What good looks like

A short calendar, held by someone, with four things on it: the approval and filing sequence between March and June; a standing check that the KRS entry still matches reality; a rule that any change in the group ownership chain is reported to whoever maintains the CRBR entry; and at least two board members holding electronic signatures, so the company can file when one of them is unreachable.

That is genuinely the whole of it. It fails not because it is complicated but because, in a jurisdiction with no company secretary, it belongs to nobody by default.

We hold that calendar for foreign-owned Polish companies alongside the accounting, in seven languages. If you are not certain your KRS entry still matches your reality, that is the place to start.