Dormant Companies in Poland: Costs, Filings, and Risks

A dormant company in Poland is a company that remains registered and legally existing but does not conduct ordinary commercial operations. Polish law does not create a separate legal form called a “dormant company”. In practice, an inactive company may either formally suspend its business activity or simply remain operationally inactive while still registered in the National Court Register (KRS).

This distinction is important. A company with no revenue, employees or transactions may still have accounting, tax, corporate and reporting obligations. For international shareholders, keeping a shelf company in Poland can preserve a market-entry vehicle, contractual history or licences. It can also create recurring costs and compliance risks if filings are missed.

 

Suspension of business activity in Poland for a sp. z o.o.

A limited liability company – spółka z ograniczoną odpowiedzialnością or sp. z o.o. – may formally suspend business activity under Articles 22-25 of the Entrepreneurs’ Law Act [1]. The suspension is reported to the KRS and, for entities entered in the register of entrepreneurs, may last from 30 days up to 24 months.

As a general rule, suspension is available only to an entrepreneur that does not employ employees. There is a statutory exception for companies employing employees who are exclusively on maternity leave, leave on conditions equivalent to maternity leave, parental leave or childcare leave [1]. The company must assess the actual employment relationship, not merely whether payroll costs are currently incurred.

During suspension, the company cannot conduct current business activity or earn current income from such activity. However, Article 25(2) of the Entrepreneurs’ Law Act permits certain protective and administrative actions. These include collecting receivables, paying liabilities incurred before suspension, disposing of own fixed assets, participating in court or administrative proceedings, and undergoing inspections [1].

Formal suspension is therefore not the same as corporate closure. The company remains liable for its obligations, remains subject to KRS transparency rules and must maintain properly appointed corporate bodies.

 

Inactive company obligations in Poland: accounting and KRS filings

The starting point is that a Polish company must maintain accounting books and prepare annual financial statements, even where activity is limited or revenue is zero. Under Article 12(3) of the Accounting Act, accounting books are normally closed at the end of each financial year [2].

A company formally suspended for the entire financial year may benefit from the exception in Article 12(3b) of the Accounting Act. It may refrain from closing its books if it did not carry out operations during the year and no events occurred that would require accounting entries, including depreciation or amortisation [2]. This assessment must be documented carefully.

Three exceptions to the assumption that “no activity means no filings”

1. Accounting records may still be required. The Article 12(3b) exception does not apply if accounting events occurred, for example bank charges, asset depreciation, interest, foreign-exchange differences or corporate expenses.
2. A CIT return exemption is conditional. A company whose business activity was suspended throughout the whole tax year may be exempt from filing the annual CIT return under Article 27(1a) of the Corporate Income Tax Act, subject to the statutory conditions [3].
3. VAT reporting can continue. A suspended VAT taxpayer is generally not required to submit VAT returns, but Article 99(7b) of the VAT Act lists exceptions, including certain intra-Community transactions, imports of services and VAT adjustment obligations [4].

Where annual financial statements are prepared, they must be approved by the competent corporate body and filed electronically with the financial documents repository of the KRS. Article 69(1) of the Accounting Act requires filing within 15 days from approval [2].

If the company validly relies on Article 12(3b) and does not prepare annual financial statements, its management board must file a statement on the lack of obligation to prepare and submit annual financial statements. This requirement follows from Article 70a of the Accounting Act [2].

 

Zero financial statements Poland filing and tax compliance

A “zero financial statement” is not a separate statutory category. It is usually an annual financial statement showing no or very limited activity. It may still be necessary where the company had accounting entries during the year.

For example, maintaining a bank account, paying a registered office provider, receiving interest, paying professional fees or holding depreciable assets may prevent the company from using the accounting exemption. A company that has had no trading revenue may therefore still need to prepare and file financial statements.

Corporate income tax and VAT should be reviewed separately from accounting obligations. The tax position depends on the formal suspension period, transactions performed, VAT registration status and whether the company earned income or incurred deductible costs. A dormant company should not assume that a lack of invoices automatically removes all reporting obligations.

 

Costs of maintaining an idle Polish company

There is no general annual “dormant company fee” in Poland. Nevertheless, the costs of maintaining an idle Polish company can be material, particularly where the company has foreign shareholders, assets, historic liabilities or regulatory exposure.

• registered office and correspondence handling costs;
• accounting support, bookkeeping review and annual filing work;
• management board, corporate secretarial and KRS update costs;
• bank account charges and potential audit-related costs;
• tax advisory costs connected with CIT, VAT or withholding tax matters;
• costs of maintaining licences, contracts, insurance or leased assets;
• beneficial ownership reporting and compliance administration.

A dormant company that changes its shareholders, management board members, registered office or beneficial owners may need to update the relevant registers. In particular, beneficial owner information must be kept current in the Central Register of Beneficial Owners under Article 60 of the Anti-Money Laundering and Terrorist Financing Act [5].

 

Risks of keeping a shelf company in Poland

The principal risk is not inactivity itself but unmanaged inactivity. Missing financial document filings may result in enforcement proceedings before the registry court. Under Article 24 of the National Court Register Act, the registry court may impose fines to compel compliance [6]. In specified circumstances, the court may also initiate proceedings leading to dissolution of an entity without liquidation under Article 25a of that Act [6].

Failure to file financial statements or required documents may also expose responsible persons to criminal liability under Article 79 point 4 of the Accounting Act. The provision allows for a fine or restriction of liberty, depending on the circumstances [2]. Tax and fiscal consequences must be assessed separately based on the relevant filings, transactions and responsible individuals.

From a business perspective, an unmanaged inactive company can create obstacles during due diligence, financing, a future sale or market re-entry. Gaps in filings, unclear beneficial ownership, expired corporate mandates or unresolved tax matters can delay transactions and affect the company’s credibility with banks, counterparties and regulators.

 

This is informational material, not legal advice. Before suspending activity or retaining an inactive entity, businesses should review the company’s employee status, accounting entries, tax registrations, assets and corporate documentation. For a structured review of dormant company Poland obligations, international businesses may contact Lawyersinpoland.com by Kopeć & Zaborowski.

 

FAQ – Dormant Companies in Poland: Costs, Filings, and Risks

Can a Polish sp. z o.o. remain inactive without formal suspension?

Yes. However, the company remains active in legal and compliance terms and will usually continue to have accounting, filing and tax obligations, depending on its actual operations and registrations.

How long can a company suspend business activity in Poland?

A company entered in the KRS may suspend activity for between 30 days and 24 months, pursuant to Article 23 of the Entrepreneurs’ Law Act [1].

Does a dormant company need to file zero financial statements in Poland?

It depends on whether the company meets the conditions in Article 12(3b) of the Accounting Act. If it had accounting events during the year, financial statements may still be required.

Can a company with employees suspend business activity?

Generally, no. An exception applies where employees are exclusively on the statutory family-related leaves listed in Article 22(2) of the Entrepreneurs’ Law Act [1].

Does suspension automatically cancel VAT registration?

No. Suspension and VAT registration are separate matters. VAT filing exemptions may apply, but Article 99(7b) of the VAT Act contains important exceptions [4].

What happens if a dormant company does not file required KRS documents?

The registry court may impose coercive fines and, in statutory circumstances, commence dissolution proceedings. Responsible persons may also face liability under the Accounting Act [2][6].

 

Bibliography

[1] Act of 6 March 2018 – Entrepreneurs’ Law, Journal of Laws 2024, item 236, as amended, Articles 22-25.

[2] Act of 29 September 1994 on Accounting, Journal of Laws 2023, item 120, as amended, Articles 12, 52, 69, 70a and 79.

[3] Act of 15 February 1992 on Corporate Income Tax, Journal of Laws 2023, item 2805, as amended, Article 27.

[4] Act of 11 March 2004 on Tax on Goods and Services, Journal of Laws 2024, item 361, as amended, Article 99.

[5] Act of 1 March 2018 on Counteracting Money Laundering and Terrorist Financing, Journal of Laws 2023, item 1124, as amended, Article 60.

[6] Act of 20 August 1997 on the National Court Register, Journal of Laws 2024, item 979, as amended, Articles 24 and 25a.