Management board liability for accounting in Poland

Management board liability for accounting in Poland continues after bookkeeping is outsourced. Under Article 4(5) of the Polish Accounting Act, the board remains responsible for accounting oversight and cannot transfer responsibility for conducting a physical inventory count. Annual financial statements must be prepared within three months of the balance sheet date, while documents required by the National Court Register (KRS) must generally be filed within 15 days of their approval.

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Does outsourcing accounting in Poland release the board from liability?

No. In a Polish limited liability company (sp. z o.o.) or joint-stock company (S.A.), the management board generally acts as the head of the entity under the Polish Accounting Act.

Article 4(5) preserves the board’s responsibility for accounting obligations, including oversight, even when specific tasks are outsourced. The external provider’s acceptance of responsibility should be documented in writing.

An accounting services agreement does not transfer all statutory responsibility outside the company.

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Which accounting duties can be outsourced?

An external accounting firm may handle:

• bookkeeping and classification of business transactions;
• measurement of assets and liabilities;
• preparation of financial statements;
• maintenance of accounting documentation;
• tax settlements and JPK reporting files, if contractually agreed;
• financial information for management.

Providers of bookkeeping services must hold professional liability insurance. This requirement does not remove the board’s statutory obligations.

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Which responsibilities remain with the management board?

Accounting policy and inventory

The board must establish and update the company’s written accounting policy. An accounting firm may draft the document, but final responsibility remains with the head of the entity.

Responsibility for conducting a physical inventory count cannot be transferred under Article 4(5). External providers may assist with practical activities without assuming the board’s statutory responsibility.

Annual financial statements

The board must ensure that annual financial statements are prepared within three months of the balance sheet date.

Under Article 52, the statements must be signed by the person entrusted with keeping the accounting books and the head of the entity.

For a multi-member management board, at least one member may sign, provided the remaining members submit the required statements or explanations for refusing to sign.

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Who is responsible for filing financial statements with KRS?

The head of the entity is responsible for filing the required documents with the National Court Register (KRS).

The general deadline is 15 days after approval of the annual financial statements. An accounting firm may assist with preparing and submitting documents if this is included in the agreement.

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How can management boards reduce accounting risks?

An effective outsourced accounting arrangement should establish:

• a written allocation of duties and responsibilities;
• designated process owners within the company;
• deadlines for providing accounting documents;
• timely reporting of contracts, financing, investments and ownership changes;
• communication of matters requiring management decisions;
• regular accounting policy updates and advance planning of annual reporting.

Incomplete information about transactions, potential liabilities or post-balance-sheet events can affect the accuracy of accounting records.

Outsourcing does not replace management oversight. Polish law provides for sanctions for failures including missing accounting books, non-compliant bookkeeping, failure to prepare financial statements and unreliable financial information.

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If you have any further questions or require additional information, please contact your business relationship person or use the enquiry form on the HLB Poland website.

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