A Polish company is not automatically subject to a statutory audit because it has foreign shareholders, is a limited-liability company or belongs to an international group. The answer comes from the Accounting Act: first identify categories audited regardless of size, then apply the current 2-of-3 test to the preceding financial year and check special events such as a merger or the use of IFRS.
1. Foreign ownership and sp. z o.o. status do not trigger an audit
A standard Polish sp. z o.o. with a foreign parent is normally tested under the same rules as a domestically owned company. Shareholder nationality, group reporting, an overseas parent audit or a request from headquarters does not by itself create or replace a Polish statutory audit. A contractual or voluntary review can still be required by a bank, investor, agreement or group policy, but it should not be described as a statutory obligation unless Polish law makes it one.
2. First test: entities and statements audited regardless of size
| Category | Statutory result |
|---|---|
| Annual consolidated financial statements of capital groups | Audited under Article 64 |
| Banks, insurers, reinsurers, credit unions and specified branches | Audited if continuing as a going concern |
| Entities operating under specified capital-market, crowdfunding, investment-fund and pension-fund laws | Audited if within the statutory category |
| Domestic payment institutions and electronic-money institutions | Audited |
| Joint-stock companies (S.A.) | Audited, except an S.A. still in formation at the balance-sheet date |
| Other entities | Apply the 2-of-3 test |
| Acquiring and newly formed companies in the year of a merger; annual IFRS financial statements | Audited under the special rule |
| Specified investment-fund and subfund statements | Audited |
The list should be checked before looking at size. In particular, an S.A. is caught by its legal form, while an ordinary sp. z o.o., simple joint-stock company, limited partnership or limited joint-stock partnership is not automatically caught only by its name or ownership structure. A regulated licence, instrument admission or another sector rule may still change the answer.
3. Second test: meet at least two of the three current thresholds
| Metric in the preceding financial year | Current threshold |
|---|---|
| Average annual employment | At least 50 full-time equivalents |
| Total balance-sheet assets at year-end | PLN equivalent of at least EUR 3,125,000 |
| Net sales of goods and products for the year | PLN equivalent of at least EUR 6,250,000 |
The test is not ‘all three’ and it is not based on a single threshold. Any two are enough: employees plus assets, employees plus sales, or assets plus sales. The wording is ‘at least’, so reaching the threshold counts. The revenue metric is now net sales of goods and products under the statutory definition; do not add financial income merely because older guidance or an old template still uses the former wording.
4. Convert the euro thresholds and use the correct reference year
Euro-denominated amounts are converted into PLN at the NBP average exchange rate announced for the balance-sheet date of the reference year. For a calendar-year company testing whether its 2026 financial statements require an audit, the relevant operating data are generally from 2025 and the asset and sales thresholds are translated using the rate for 31 December 2025. Keep the exchange-rate table, calculation and source figures with the decision memo.
The increased EUR 3,125,000 and EUR 6,250,000 thresholds apply for the first time to financial years beginning after 31 December 2024, using reference-year data from a financial year beginning after 31 December 2023. A non-calendar financial year therefore requires a date-specific transition check rather than a shortcut based on the calendar year label.
5. New companies, mergers and transformations require separate analysis
A newly incorporated ordinary sp. z o.o. has no preceding financial year, so the Article 64(1)(4) size test does not automatically create a first-year audit solely because first-year activity later exceeds two thresholds. This does not protect an entity that belongs to a category audited regardless of size. Financial statements of an acquiring company and a newly formed company for the merger year are expressly audited, and annual statements prepared under IFRS are also audited.
A transformation should not be treated as an automatic ‘new company’ exemption. Review legal continuity, the predecessor’s reporting data, the transaction accounting and any separate statutory basis. Document the conclusion before the inventory date, especially when a merger, demerger, change of legal form or first extended financial year affects comparability.
6. Consolidated and separate financial statements are tested independently
Annual consolidated financial statements of a capital group are within the statutory audit rule. That does not automatically settle the parent’s or subsidiary’s separate statements: each Polish separate statement must be tested under its own legal form, regulated status, events and thresholds. Conversely, where the parent validly uses an exemption from preparing consolidated statements, there is no non-existent consolidated statement to audit, but the separate-statement test remains.
Work performed by a foreign group auditor can support group reporting but does not replace the Polish statutory report required for a Polish statement. Align group instructions, component materiality and deadlines with the Polish engagement, while keeping the Polish audit firm’s independence and responsibility intact.
7. Test the obligation early and appoint the auditor before year-end
Repeat the test every year and retain a short board-level memo showing the entity category, reference year, three metrics, NBP rate, special events and conclusion. For a calendar-year entity, the 2025 results usually determine the size-based audit of the 2026 statements, so there is time during 2026 to approve the selection, agree the scope and prepare the close. Do not wait until the statements are drafted.
The agreement must be signed early enough for the audit firm to participate in the inventory of significant assets. If stock, cash or other material items are counted near the balance-sheet date, build the selection resolution and contracting deadline backwards from the inventory timetable.
8. The approving body selects the audit firm; management signs the agreement
The body that approves the financial statements selects the audit firm unless the articles, agreement or another binding rule allocate that power differently. The head of the entity—normally the management board—may not make the selection itself, but it concludes the audit agreement after a valid resolution. Check the corporate documents and record both the selecting body’s resolution and the authorised signatories.
For a statutory audit, the first agreement must cover at least two years and may be extended for further periods of at least two years. Before signing, verify that the provider is on PANA’s list of audit firms and obtain the independence assessment. An accounting review, tax review or consulting engagement from a non-eligible provider is not a substitute for the statutory audit.
9. Inventory, confirmations and evidence: late appointment creates risk
An audit normally requires evidence beyond the final trial balance: observation of significant inventory, bank and receivable confirmations, contracts, board minutes, tax calculations, subsequent events, estimates and access to underlying records. Name owners for each request, agree secure data delivery and reconcile the opening balance, current-year ledger and draft statements before fieldwork.
A late appointment does not automatically cancel the statutory duty. It can, however, make evidence unavailable—particularly for inventory already counted—and may affect the auditor’s procedures or opinion. The company should not assume that reconstructed files or management explanations will always replace direct evidence.
10. What the statutory audit covers—and what it does not
After performing the engagement under the applicable auditing standards, the statutory auditor issues an electronic audit report. It includes opinions on whether the financial statements present a true and fair view and comply in form and content with applicable law, the entity’s articles or agreement, and the adopted accounting policies. Depending on the circumstances, the opinion may be unmodified, qualified or adverse, or the auditor may disclaim an opinion.
The audit provides assurance under professional standards; it is not a guarantee that every error, fraud, tax exposure or operational weakness has been found. It does not prepare the books for management, approve transactions, replace tax advice or transfer the board’s responsibility for the statements. Independence rules also limit services that the audit firm and its network may provide.
11. Audit before approval, then file the report with KRS
Statements covered by Article 64 must be audited before approval. For an entity required to be audited under Article 64(1), allocating profit or covering loss is valid only after approval preceded by an unmodified or qualified audit opinion; a distribution or coverage made without that condition is invalid by law. Give shareholders or members the audit report with the annual documents within the statutory pre-meeting period where Article 68 applies.
The head of the entity files the annual statements, audit report and the other required documents with the competent court register within 15 days after approval. Failing to submit a statement to mandatory audit, failing to file the audit report or signing a statutory-audit agreement for less than two years can expose responsible persons to a fine or restriction of liberty under Article 79. Correct the omission; do not treat a penalty risk as a substitute for performance.
12. Practical annual audit-obligation checklist
- Identify the exact legal form and whether the entity continues as a going concern.
- Check regulated status, licences, securities and sector-specific rules.
- Check whether an S.A. form, IFRS reporting, merger or other special event applies.
- Determine the preceding financial year used by Article 64(1)(4).
- Calculate average full-time-equivalent employment.
- Confirm total assets at the reference balance-sheet date.
- Confirm net sales of goods and products under the current statutory definition.
- Convert EUR thresholds using the NBP rate for that balance-sheet date.
- Record the 2-of-3 conclusion and evidence in a signed decision memo.
- Obtain a valid selection resolution and verify the audit firm on PANA’s list.
- Sign the first statutory engagement for at least two years, early enough for inventory.
- Complete audit before approval and file the audit report with KRS within 15 days after approval.
inPL can coordinate accounting, an accounting and tax audit-readiness review and business outsourcing so the threshold memo, books and year-end evidence are prepared as one controlled process. The statutory audit itself must be performed by an eligible independent audit firm selected under the legal rules.
Law and official guidance verified on 20 August 2026. The audit conclusion depends on the entity’s legal form, regulated status, financial year, preceding-year figures, reporting framework and corporate events. Recheck the current Accounting Act, Audit Act, sector rules and PANA register before implementation.