Today we present you a secind part of our analysis.
Importantly, according to Article 63u of the Accounting Act, which is consistent with Article 19a para. 9-10 of Directive 2013/34/EU (Directive amended by the CSRD Directive), a subsidiary of a parent undertaking with its registered office or place of management in the European Economic Area, including a lower-level parent undertaking, is exempt from the obligation to prepare sustainability reporting if the following conditions are met:
- information concerning this subsidiary and its subsidiaries is included in the capital group sustainability reporting in the activity report of the capital group of this parent undertaking, prepared in accordance with the laws of a European Economic Area country;
- this subsidiary discloses in its activity report:
(a) information that it has benefited from the exemption from preparing sustainability reporting,
(b) the name and registered office of the parent undertaking that prepared the capital group sustainability reporting,
(c) the website address where the capital group activity report of the parent undertaking, together with the sustainability reporting assurance report, has been made available, and where applicable, translations of these documents.
In line with the above, with an extension regarding exemption conditions, a provision was formulated in Article 63v of the Accounting Act for subsidiaries of parent undertakings with their registered office or place of management in a third country.
Additionally, Article 63w of the Accounting Act states that the aforementioned provisions do not apply to a large undertaking that is an issuer of securities in the European Economic Area regulated markets.
On the sidelines, there is also the so-called “temporary option of ‘artificial consolidation’ in sustainability reporting. As specified in Article 11 of the amending act, this is a temporary relief for EU subsidiaries of parent undertakings. This solution is available until the financial year ending no later than January 6, 2030, assuming that in such a situation, one of the EU subsidiaries (generating the highest net income) may prepare a “substitute” sustainability report of the capital group, including only all subsidiaries having their registered office or place of management in the EEA. EU subsidiaries belonging to such a group will then be able to benefit from an exemption from preparing their own sustainability reporting.
In summary of exemption matters:
Possibility of exemption from the obligation to prepare “individual” sustainability reporting for a subsidiary if it is covered by the capital group sustainability reporting of an:
- EEA country (Article 63u para. 1 and 2 of the Accounting Act);
- Third country (Article 63v para. 1-4 of the Accounting Act).
The possibility of exemption from the obligation to prepare sustainability reporting for the controlling undertaking, provided that it and its subsidiaries are covered by the capital group sustainability reporting of the higher-level controlling undertaking from:
- EEA country (Article 63z points 1 and 2 of the Accounting Act);
- Third country (Article 63vza points 1-4 of the Accounting Act).
The above exemption does not apply to a large undertaking that is an issuer of securities in the EEA regulated markets.
As indicated in Article 63zc of the Accounting Act, reports should be prepared in ESEF format, i.e., electronic but human-readable and ensuring machine-readable information.
According to Article 63zd of the Accounting Act, reports should be published in the National Court Register (KRS) and, as indicated in Article 69 para. 5-7 of the Act, on the websites of the obligated undertakings, including subsidiaries.
The prepared sustainability report, in accordance with Article 69 para. 8 of the Accounting Act, will be subject to attestation by a certified auditor.
According to Article 79 of the Accounting Act, undertakings subject to mandatory reporting, including failure to prepare a report, failure to publish it, or lack of attestation, will be subject to sanctions.
In summary, sustainability reports (SR) will:
- Be prepared in ESEF format;
- Be published in the National Court Register (KRS) and on the websites of the respective undertakings;
- Be attested by a certified auditor;
- The failure to prepare, publish, or attest them will be subject to sanctions.
Regarding the commencement of obligations related to SR, it should be emphasized that they apply to periods commencing for the first time for the financial year after (Article 10 para. 5 of the Accounting Act):
| Date | Size of Undertakings |
| 31.12.2023 | Large Public Interest Undertakings (employing over 500 employees) |
| 31.12.2024 | Large undertakings and controlling undertakings of large groups other than those above |
| 31.12.2025 | Medium and small undertakings being issuers of securities in the EEA, as well as small and unregistered institutions and internal insurance and reinsurance undertakings |
| 31.12.2027 | Dependent undertakings or branches within the capital group of the ultimate controlling undertaking from a third country or independent undertakings from a third country. |
Furthermore, pursuant to Article 10 sec. 6 of the Accounting Act, a temporary exemption from the obligation to prepare sustainability reporting applies to SMEs acting as issuers within the EEA.
It is worth noting that the detailed scope of sustainability reporting (SR) will be determined by the European Sustainability Reporting Standards (ESRS).
Unitary SR (Article 63r Act) and Group SR (Article 63x of the Accounting Act) will be prepared in accordance with the full ESRS (and in the future, also sectoral ESRS). Conversely, simplified SR will be prepared in accordance with the simplified ESRS (Article 63s sec. 3 of the Accounting Act). SR for undertakings from third countries will be prepared in accordance with the ESRS for undertakings from third countries, or with the full ESRS, or with standards recognized as equivalent (Article 63zd sec. 3 of the Accounting Act).
| Date | Size of Undertaking |
| 31 lipca 2023 | Full ESRS (amendments both substantive and linguistic were adopted on April 18, 2024) |
| No adoption – expected adoption in 2025 | Simplified ESRS |
| No adoption – planned adoption on June 30, 2026 | Sectoral ESRS |
| No adoption – planned adoption on June 30, 2026 | ESRS for undertakings from third countries |
The amending act also introduces new thresholds defining the status of individual undertakings in the Accounting Act:
| Micro | When? | Total balance sheet assets | Net sales income from goods and products | Average annual full-time equivalent employment |
| Micro | if, in the financial year for which the financial statements are prepared, and in the preceding financial year, at least two of the three following amounts were not exceeded | PLN 2,000,000.00 | PLN 4,000,000.00 | 10 persons |
| Small | PLN 33,000,000.00 | PLN 66,000,000.00 | 50 persons | |
| 50 persons | PLN 110,000,000.00 | PLN 220,000,000.00 | 250 persons | |
| Large | if, in the financial year for which the financial statements are prepared, and in the preceding financial year, at least two of the three following amounts were exceeded | PLN 110.000.000,00 | PLN 220.000.000,00 | 250 persons |
