Dear Ladies and Gentlemen,
With this information we would like to present you with important guidelines for the signing and filing of ‘Annual Financial Statements’ for the National Court Register (hereinafter also referred to as KRS). This will be valid for ‘Financial Statements’ drawn up after 1st October, 2018.
At the same time, we would like to point out that the original amendments introduced by the Act of 26th January, 2018 have now been amended twice by the legislator in order to eliminate the problems and inconsistencies reported by the business community. As a result of these legislative changes, the rules for filing annual accounts with the National Court Register for companies, in which the functions of board members are held exclusively by foreigners are somewhat more transparent and friendly.
1. The Signing of ‘Financial Statements’
From 1st October, 2018, there is an important requirement to prepare ‘Financial Statements’ in electronic form. The person preparing the ‘Financial Statements’ and all members of the company’s Management Board must sign them within 3 months from the balance sheet date, i.e. in most cases until 31st March, 2019, using a qualified electronic signature or a trusted ePUAP signature. According to the information published by the Ministry of Finance, foreigners may sign the ‘Financial Statements’ using a qualified electronic signature issued in the European Union, as well as in a non-EU country, if it is compatible with the XAdES algorithm.
2. Submission of ‘Financial Statements’
Such signed e-annual ‘Financial Statements’, after their approval by the meeting of shareholders, should be submitted to the National Court Register within 15 days of their approval. The submission of e-reports is currently only possible online via the telecommunication and IT system provided by the Minister of Justice for this purpose.
As a result of another amendment to the provisions of the Act on the National Court Register, starting from 1st April, 2019, the number of people entitled to submit free of charge e-reports has been expanded. Such reporting will be possible not only by a member of the Management Board whose PESEL number is disclosed in the National Court Register, but also by a proxy, liquidator and a professional attorney authorised to do so (lawyer, legal counsel). The person filing the application shall affix a qualified electronic signature or a trusted signature of ePUAP.
At this point we would like to point out that already in January 2019 information appeared that the system does not accept applications with a trustworthy signature of ePUAP, which was confirmed at that time also by the Ministry of Finance. The problem should be solved by the end of February 2019. There is currently no official information as to whether this was successful. As a precaution, we therefore recommend that financial documents and applications be provided with qualified electronic signatures.
The above changes in the rules for submitting financial statements to the National Court Register for 2018 and subsequent years, means the following:
- All members of the Board must have a qualified electronic signature, or a trusted ePUAP signature before 31st March, 2019.
- Members of the Management Board – foreigners do not have to obtain a PESEL number and disclose it in the National Court Register in order to submit financial statements. From 1st April, 2019 such a notification may be submitted on behalf of the company by a proxy, and/or a professional attorney (attorney/legal advisor based on a written ‘Power of Attorney’).
If you have any questions or queries please do not hesitate to contact getsix®.