Approval of financial statements: deadline and resolution

The financial statements of a limited liability company (spółka z o.o.) are approved by the shareholders’ meeting, and those of a joint-stock company (spółka akcyjna) by the general meeting of shareholders, no later than 6 months after the end of the financial year. Where the financial year is the same as the calendar year, the financial statements for 2026 must be approved by 30 June 2027. Failure to approve them on time does not release the company from the obligation to file the financial statements with the KRS (National Court Register): in that case, the company files them by 15 July.

Who approves the financial statements in a limited liability company and in a joint-stock company?

The financial statements are approved by the approving body indicated in the law and in the company’s articles of association (Article 53(1) of the Accounting Act, UoR). In a limited liability company, this is the shareholders’ meeting (Article 231 § 2 of the Commercial Companies Code, KSH). In a joint-stock company, it is the general meeting of shareholders (Article 395 § 2 KSH).

In a single-member limited liability company, the sole shareholder exercises all the powers of the shareholders’ meeting (Article 156 KSH). The sole shareholder therefore approves the financial statements alone, in the form of a resolution, which must be documented.

In a limited liability company and in a joint-stock company, shareholders can also take part in the shareholders’ meeting / general meeting by means of electronic communication, on the terms set out in Articles 234¹ and 406⁵ KSH. It is worth checking that the articles of association/statute of the company do not exclude this.

What is the deadline for approving the financial statements?

The financial statements are approved no later than 6 months after the balance sheet date (Article 53(1) UoR). The ordinary shareholders’ meeting or the general meeting of shareholders must be held within the same deadline (Article 231 § 1 and Article 395 § 1 KSH).

If the financial statements are subject to a statutory audit, the statutory auditor must complete the audit before approval (Article 53(1a) UoR). It is therefore worth planning the meeting together with the audit schedule.

What must the resolution approving the financial statements contain?

The ordinary shareholders’ meeting in a limited liability company reviews and approves the financial statements and the management report. It also adopts a resolution on the distribution of profit or coverage of loss and grants discharge to the members of the company’s bodies (Article 231 § 2 KSH). In a joint-stock company, the agenda is analogous (Article 395 § 2 KSH).

In practice, the meeting adopts several separate resolutions:

• on approval of the financial statements, stating the balance sheet total and the net result,
• on approval of the management report, if the company prepares one,
• on the distribution of profit or coverage of loss,
• on granting discharge to each member of the management board and the supervisory board separately.

Example: the meeting approves the financial statements for 2026 with a balance sheet total of PLN 12,450,000 and a net profit of PLN 830,000. In the resolution on the distribution of profit, it allocates PLN 500,000 to a dividend and PLN 330,000 to supplementary capital.

Without approved financial statements, the shareholders cannot distribute the profit for the year. The right to a dividend concerns the profit shown in the annual financial statements and allocated for payment by resolution (Article 191 § 1 KSH).

What if the meeting does not approve the financial statements on time?

Missing the deadline does not suspend the obligation to file the financial statements with the KRS. The Act provides a separate procedure for this situation.

Filing unapproved financial statements with the KRS

If the financial statements have not been approved within 6 months of the balance sheet date, they must be filed with the register within 15 days after that deadline (Article 69(2) UoR). After later approval, the company files the documents again, within 15 days of approval.

Consequences for the management board

The management board is responsible for convening the ordinary shareholders’ meeting. Failure to file the financial statements with the register is punishable by a fine or restriction of liberty (Article 79(4) UoR). The registry court may also call on the company to file the documents and impose fines in coercive proceedings.

What if the meeting refuses to approve the financial statements?

Shareholders may vote against approval, e.g. when they question the measurement or the outcome of the audit. In that case, the management board should clarify the objections and, if necessary, correct the financial statements and convene the meeting again. Until approval, the company files unapproved financial statements with the KRS, within the deadline under Article 69(2) UoR.

Changes to financial statements that have already been approved are a separate topic. They are governed by different rules than corrections made before approval.

FAQ: frequently asked questions about approving financial statements

Can the shareholders’ meeting be held remotely?

Yes. In a limited liability company, shareholders may take part in the meeting by means of electronic communication on the terms set out in Article 234¹ KSH. The decision is made by the person convening the meeting, and the rules should be set out in the rules of procedure. It is worth checking whether the articles of association contain different provisions.

Does a sole shareholder also adopt a resolution approving the financial statements?

Yes. In a single-member limited liability company, the sole shareholder exercises the powers of the shareholders’ meeting (Article 156 KSH). The sole shareholder approves the financial statements, decides on the distribution of profit and grants discharge in the form of resolutions. The resolutions must be documented, and a copy of them filed with the KRS together with the financial statements.

What if the meeting is held after 30 June?

A meeting held after the deadline may approve the financial statements, but the company breaches the deadline under Article 53(1) UoR and Article 231 § 1 KSH. By 15 July, it must file the unapproved financial statements with the KRS. After approval, it files the documents again within 15 days. The management board should convene the meeting so that the deadline is met.

Can a dividend be paid before the financial statements are approved?

Not from the profit for that year. A dividend comes from the profit shown in the annual financial statements, which the meeting has allocated for payment (Article 191 § 1 KSH). The KSH separately provides for the possibility of paying advances towards the dividend, but only on the terms set out in the Code and in the articles of association.

Does the meeting have to grant discharge?

Granting discharge is a mandatory item on the agenda of the ordinary meeting (Article 231 § 2 KSH), but the shareholders do not have to grant it. They may vote against, e.g. when they assess the work of a management board member negatively. Refusal of discharge does not block approval of the financial statements. Discharge is granted to each member of a body in a separate resolution.

How ALTO can help

We help companies go through the year-end closing all the way to the end, not just up to the preparation of the financial statements. We prepare draft resolutions consistent with the financial statements, keep track of the meeting deadlines and file the documents with the KRS.

Sources

• Accounting Act of 29 September 1994 (Ustawa z dnia 29 września 1994 r. o rachunkowości) (consolidated text: Journal of Laws 2026, item 522, as amended), Articles 53, 69 and 79: https://eli.gov.pl/eli/DU/2026/522
• Commercial Companies Code of 15 September 2000 (Ustawa z dnia 15 września 2000 r. Kodeks spółek handlowych), Articles 156, 191, 231, 234¹ and 395