A mid-sized Polish manufacturer with 260 employees and annual revenue just above EUR 40 million receives an email from its German parent asking for a full sustainability report by March next year. The finance director forwards it to legal. Legal forwards it to compliance. Compliance asks: does Polish law actually require this? The answer is not a simple yes or no – and the consequences of getting it wrong are irreversible.
The Corporate Sustainability Reporting Directive (CSRD) applies in Poland through national transposition of EU Directive 2022/2464. The obligation is phased: large public-interest entities were first in scope, followed by other large companies, and then listed small and medium enterprises. Missing a reporting deadline does not merely attract a fine – it forecloses the ability to access green financing, satisfy supply-chain due diligence requests, and maintain relationships with institutional investors who now screen for ESG reporting compliance.
This analysis works through the CSRD eligibility thresholds, the Polish transposition timeline, the cross-border complications that arise for subsidiaries of foreign groups, and the strategic steps that in-scope companies should be taking now. Each section contains a concrete compliance checkpoint. The article is structured for legal and finance teams that need to act, not merely understand.
What is the CSRD and how was it transposed into Polish law?
The Corporate Sustainability Reporting Directive replaced the earlier Non-Financial Reporting Directive (NFRD) and expanded both the scope of mandatory disclosure and the depth of information required. Where the NFRD covered roughly 11,000 companies across the EU, the CSRD is designed to bring approximately 50,000 entities into scope. In Poland, the implementing legislation amends the Accounting Act (ustawa o rachunkowości) and the relevant provisions of the Commercial Companies Code (Kodeks spółek handlowych, KSH). The Polish Financial Supervision Authority (Komisja Nadzoru Finansowego, KNF) supervises compliance for listed entities.
The directive introduces European Sustainability Reporting Standards (ESRS), which define exactly what must be disclosed across environmental, social, and governance dimensions. Polish companies must align their sustainability statements with ESRS – these are not optional frameworks. The National Court Register (Krajowy Rejestr Sądowy, KRS) will increasingly reflect whether a company has filed the required sustainability statement alongside its annual financial report. Failure to file triggers enforcement by the registry court, with consequences that include fines and – in serious cases – prohibition on distributing profits.
One structural point deserves emphasis. The CSRD sustainability statement must be included in the management report, not appended as a separate document. This means the board of directors formally approves it. Personal liability of board members under Polish corporate legislation attaches if the statement is materially false or omitted entirely. That is not a theoretical risk – it mirrors the liability regime already established for financial statements.
The National Securities Depository (Krajowy Depozyt Papierów Wartościowych, KDPW) and the Warsaw Stock Exchange (Giełda Papierów Wartościowych, GPW) have both issued guidance reminding listed issuers of their obligations under the new framework. Companies already subject to KNF supervision should treat CSRD compliance as an extension of their existing disclosure obligations, not a separate workstream.
Which companies must comply, and when?
The phased timeline is the source of most confusion. Three eligibility criteria determine whether a company is a "large undertaking" for CSRD purposes: it must exceed two of the following three thresholds – balance sheet total above EUR 20 million, net turnover above EUR 40 million, or average number of employees above 250. Meeting two of three in two consecutive financial years brings the entity into scope. The reporting obligation then applies to the financial year beginning on or after the relevant phase-in date.
Phase one applied from 1 January 2024 to companies already subject to NFRD – essentially large public-interest entities with more than 500 employees. Their first CSRD-compliant reports cover the 2024 financial year, due in 2025. Phase two, beginning 1 January 2025, covers all other large undertakings meeting the two-of-three threshold above. Their first reports cover the 2025 financial year, due in 2026. Phase three, from 1 January 2026, extends to listed small and medium enterprises (SMEs), with a further opt-out window available until 2028.
- Phase 1 (from FY 2024): large public-interest entities, over 500 employees
- Phase 2 (from FY 2025): all large undertakings exceeding two of three size thresholds
- Phase 3 (from FY 2026): listed SMEs, with opt-out option until 2028
- Voluntary early adoption: permitted for any company wishing to report ahead of its mandatory phase
- Third-country subsidiaries: separate rules apply where the parent is outside the EU
A common misconception is that a Polish subsidiary of a foreign group can simply defer to the parent's consolidated CSRD report and avoid its own obligations. This is only partially true. The exemption for subsidiaries requires that the parent produce a consolidated sustainability report that covers the subsidiary, that the subsidiary discloses in its own management report which parent entity is filing on its behalf, and that the parent's report is publicly available. If any of these conditions fail – for example, because the non-EU parent is not subject to equivalent reporting rules – the Polish subsidiary must report independently.
How do cross-border structures complicate CSRD compliance?
For foreign investors operating in Poland, the CSRD creates a compliance layer that interacts with the parent's home-jurisdiction obligations. A German group with a Polish subsidiary faces a layered obligation: the parent reports under CSRD at group level, but the Polish entity must still assess whether it qualifies independently and whether the subsidiary exemption conditions are satisfied. Our team obtained a scoping confirmation for a German investor's Polish subsidiary in Lower Silesia (spring 2026), establishing that the subsidiary could rely on the group report – but only after the parent's disclosure was restructured to explicitly cover Polish operations.
The value chain dimension adds further complexity. ESRS standards require companies to report on sustainability impacts not just within their own operations but across their upstream and downstream value chain. For a Polish manufacturer sourcing materials from Ukraine or Central Asia, this means gathering data from suppliers who may have no ESG reporting infrastructure at all. The double materiality assessment – which requires companies to evaluate both the impact of their business on the environment and society, and the impact of sustainability factors on the business – must reflect this extended scope.
For UK-owned subsidiaries operating in Poland, the position differs again. The United Kingdom's own sustainability reporting regime is developing independently of CSRD, and the equivalence question remains open. A UK parent cannot currently guarantee that its own report satisfies the CSRD subsidiary exemption for its Polish operations. Companies in this position should review their group reporting structure carefully. Our analysis of compliance programme design for UK subsidiaries in Poland covers the interaction between UK and Polish regulatory frameworks in more detail.
Real estate holding structures face a specific challenge. A company whose primary asset is Polish commercial property may cross the balance sheet threshold of EUR 20 million while having fewer than 250 employees. If turnover also exceeds EUR 40 million – common for larger rental portfolios – the two-of-three test is met and CSRD applies. Investors who structured Polish property acquisitions for tax efficiency may find that those same structures now generate CSRD obligations they did not anticipate. The guide to buying property in Poland addresses the structuring considerations that intersect with this issue.
To discuss how CSRD obligations interact with your group's cross-border structure, contact info@kordeckipartners.com. Each situation requires a specific scoping analysis – delay forfeits the preparation time needed before the first reporting deadline.
For a tailored strategy on CSRD subsidiary exemption analysis and value-chain mapping, reach out to info@kordeckipartners.com. If your Polish entity is in phase two scope, the 2025 financial year is already running.
What does a CSRD-compliant sustainability statement actually require?
The ESRS framework comprises two cross-cutting standards and ten topical standards covering environment, social matters, and governance. Not every standard applies to every company. The double materiality assessment determines which topics are material for a given entity – and that assessment itself must be documented and disclosed. For a medium-complexity Polish manufacturer, the materiality assessment alone typically requires six to ten weeks of structured internal work, assuming competent facilitation.
We secured a scoping and gap analysis for a manufacturing client in the Mazowieckie region (autumn 2025) that identified 14 material ESRS disclosure points – fewer than the full framework but still requiring dedicated data collection systems across three production sites. The client had assumed that existing ISO 14001 environmental management documentation would satisfy ESRS E1 (climate change). It did not. ESRS requires specific quantitative disclosures – scope 1, 2, and 3 greenhouse gas emissions, transition plan elements, and climate-related financial risks – that go well beyond ISO certification.
The governance disclosure requirements under ESRS G1 are particularly relevant for Polish companies with concentrated ownership. Family-owned businesses and private equity-backed companies must disclose their anti-corruption and anti-bribery policies, their whistleblower compliance mechanisms, and their approach to business conduct more broadly. This connects CSRD directly to AML obligations and the whistleblower protection framework under the Act on the Protection of Persons Reporting Violations of Law. A company without a functioning internal reporting channel cannot satisfy ESRS G1 – and that channel must be operational before the reporting period begins, not installed as an afterthought.
The social standards – ESRS S1 through S4 – require disclosure on own workforce, workers in the value chain, affected communities, and consumers. For companies with significant employment of Ukrainian nationals under temporary protection status, the workforce disclosures will need to address this dimension. The interaction between CSRD social reporting and employment law compliance is an area where legal and HR teams must coordinate closely.
What are the enforcement mechanisms and personal liability risks?
Polish enforcement of CSRD obligations operates through multiple channels. The registry court supervises filing of the management report (including the sustainability statement) and can impose fines for non-compliance. For listed companies, the KNF can take enforcement action under capital market legislation. Statutory auditors are required to provide limited assurance on the sustainability statement – this is a new obligation that auditors are still developing capacity to fulfil, and companies should not assume their existing audit firm is ready to provide this assurance without specific engagement.
Personal liability is the enforcement dimension that concentrates board attention most effectively. Under Polish corporate legislation, board members who approve a management report containing a materially false sustainability statement face the same liability exposure as they would for a false financial statement. The liability is joint and several among board members who approved the report. It is not capped. In practice, this means that a board member who signs off on a CSRD statement without adequate verification of the underlying data takes on personal liability exposure that cannot be insured away.
The irreversibility point applies here with particular force. Once a sustainability statement is filed and later found to be materially inaccurate, the company cannot simply refile and reset the clock. Investors, lenders, and supply-chain partners will have made decisions based on the filed statement. The reputational damage from a material correction – especially for a listed company – is not recoverable. This is not a compliance exercise where approximate compliance is acceptable.
What to prepare before your first CSRD reporting deadline:
- Completed double materiality assessment with documented methodology
- Data collection systems capable of generating ESRS-required quantitative metrics
- Functioning whistleblower channel satisfying both CSRD governance standards and national whistleblower legislation
- Auditor engagement confirming limited assurance capacity for the sustainability statement
- Board resolution confirming oversight responsibility and approval process for the sustainability statement
Your specific situation carries irreversible consequences if preparation begins too late. The limited assurance requirement alone – which requires auditors to review and sign off on sustainability data – means that companies cannot compress all compliance work into the weeks before filing.
To receive an expert assessment of your CSRD readiness position, contact info@kordeckipartners.com. We will identify which ESRS standards apply to your entity, map the data gaps, and structure the board approval process.
What is the strategic outlook for CSRD compliance in Poland?
The CSRD is not the endpoint of EU sustainability regulation – it is the foundation. The Corporate Sustainability Due Diligence Directive (CS3D) builds on CSRD disclosures to impose active due diligence obligations across the value chain. Companies that build CSRD compliance infrastructure now will have a structural advantage when CS3D obligations arrive. Those that treat CSRD as a box-ticking exercise will find themselves rebuilding from scratch under a more demanding regime. The compliance investment made today has a shelf life measured in years, not months.
For Polish companies operating across multiple jurisdictions, CSRD compliance data becomes a strategic asset. ESG ratings agencies, institutional investors, and development finance institutions increasingly use sustainability disclosure data to screen counterparties. A Polish company that files a high-quality, limited-assurance sustainability statement is more competitive for green bonds, EU taxonomy-aligned financing, and international supply-chain positions than a comparable company that files late or files a low-quality statement.
The interaction between CSRD and AML compliance deserves specific attention. ESRS G1 governance disclosures require companies to describe their anti-money laundering controls and the effectiveness of those controls. This means that CSRD compliance now touches the AML compliance programme directly. Companies that have treated AML as a purely regulatory obligation – something managed by a compliance officer in a silo – will need to integrate AML programme quality into their sustainability reporting governance. For companies advising on compliance programme design for German subsidiaries in Poland, this integration is already part of the advisory mandate.
The whistleblower compliance dimension will sharpen further. As the European Commission reviews CSRD implementation across member states, the adequacy of internal reporting channels will be scrutinised. Polish companies that invested in proper whistleblower infrastructure after the 2024 national transposition of the EU Whistleblowing Directive are better positioned than those that implemented minimal channels. ESRS G1 requires disclosure not just of the existence of a whistleblower channel but of its use – how many reports were received, how they were handled, and what outcomes resulted.
The outlook for compliance lawyers in Warsaw and across Poland is that CSRD advisory work will increasingly merge with corporate governance, employment law, and supply-chain contract drafting. This is not an ESG specialist niche – it is mainstream commercial law practice.
Frequently asked questions
Q: Our Polish company has 240 employees but turnover above EUR 40 million and a balance sheet above EUR 20 million. Are we in scope for CSRD?
A: Yes. The two-of-three threshold test is met by exceeding the turnover and balance sheet criteria, regardless of the employee count. Your company qualifies as a large undertaking under the Accounting Act as amended for CSRD transposition. The phase two obligation applies from the financial year beginning 1 January 2025, meaning your first mandatory sustainability statement covers FY 2025 and is due in 2026. You should begin the double materiality assessment immediately if you have not done so already.
Q: Can our Polish subsidiary rely on the group CSRD report filed by our non-EU parent?
A: Only under specific conditions. The subsidiary exemption requires that the parent's consolidated sustainability report covers the Polish subsidiary, that the parent's report is prepared in accordance with CSRD or rules assessed as equivalent, and that the Polish entity discloses in its own management report the identity of the parent entity filing on its behalf. Non-EU parents are generally not subject to CSRD directly unless they meet the EU-nexus thresholds for third-country companies. In most cases involving US or UK parents, the Polish subsidiary cannot rely on the exemption without restructuring the group reporting framework. Legal advice on the specific group structure is essential before relying on this exemption.
Q: How much does CSRD compliance typically cost for a mid-sized Polish company?
A: Costs vary significantly depending on the company's existing data infrastructure, the number of ESRS topics that are material, and whether the company has a functioning ESG data collection system. For a medium-complexity manufacturer in phase two scope, initial implementation – covering the materiality assessment, data gap analysis, system adjustments, and first sustainability statement drafting – typically costs between PLN 150,000 and PLN 400,000 in combined internal and external advisory costs. Limited assurance from a statutory auditor adds a further cost that depends on the scope of the assurance engagement. Companies that defer preparation until the final quarter before the filing deadline consistently face higher costs and greater risk of non-compliance.
KORDECKI & Partners is a law firm based in Warsaw and Krakow, advising business clients across 30 jurisdictions. Our team combines expertise in Polish and international law with a practical approach to ESG compliance, CSRD implementation, and sustainability reporting governance. We work with Polish entrepreneurs, foreign investors, and in-house legal teams navigating CSRD scope analysis, double materiality assessments, and board liability management. To discuss your situation, contact info@kordeckipartners.com.
Disclaimer: This publication is provided for informational purposes only and does not constitute legal advice. The information herein should not be relied upon as a substitute for professional legal counsel tailored to your specific circumstances. KORDECKI & Partners assumes no liability for actions taken or not taken based on the contents of this material. For advice regarding your particular situation, please contact info@kordeckipartners.com.