Companies & corporate law

Preparation and submission of financial statements of Polish companies for 2018 – important information for foreigners

Due to the fact that in the majority of Polish companies the financial year coincides with the calendar year, the deadline for preparation of financial statements of these companies for 2018 expires on 31 March 2019, i.e. in less than two weeks. Because of significant changes introduced to the Accounting Act and the Act on the National Court Register in 2018, it is important for persons performing functions of board members in Polish capital companies to remember that from 1 October 2018 financial statements may only be prepared electronically in .xml format and in the logical structure provided by the Ministry of Justice. The report must be signed by the person preparing the financial statements (accountant) and all board members with a qualified electronic signature or using the ePUAP profile.

Also in electronic form, in any text file, a report on the company’s activity should be prepared, and then signed by all board members by a qualified electronic signature or by means of the ePUAP profile. The amendment does not introduce any facilitations for persons not being Polish citizens, therefore it is necessary for them and the most up-to-date to obtain a qualified electronic signature or to set up a trusted ePUAP profile. Each of these ways of signing documents in electronic form has their advantages and disadvantages.

Trusted ePUAP profile
ePUAP – is an electronic platform of public administration services through which official matters can be handled via the internet.

Pros:
– creating a profile on it is free of charge,
– the profile is valid for 3 years with the possibility of its free of charge extension.

Cons:
– setting up a trusted ePUAP profile involves obtaining a PESEL number beforehand, but an application for granting it with the rest can be submitted via proxy,
– the scope of application of the ePUAP profile is much narrower than the electronic signature, because it allows only for dealing with public administration matters,
– within 14 days from the date of submitting the application, applicant should report to one of the Confirmation Points (eg tax office or Social Insurance Institution) and submit an identity document personally. Person who can not come to Poland can apply to the Polish consul abroad.

It is worth knowing that at the moment the establishment of the ePUAP profile is also possible by logging in to electronic banking, if person has a bank account with the appropriate bank. However, this option is available only to natural persons in order to handle their individual public administration matters, i.e. it does not allow the members of the board to sign company documents.

Electronic signature
It is a device (token) that allows you to sign documents in electronic form. It is issued by certified suppliers, supervised by the Minister of Digitization.

Pros:
– electronic signature can be used to sign not only documents related to public administration matters, but also applications, contracts, statements, etc. in electronic form,
– confirmation of identity is also possible abroad by submitting a signature by the applicant under a contract with a certified supplier before a foreign notary. However, in this case it will be necessary to obtain an apostille and translate the notarial clause into Polish,
– PESEL number is not required.

Cons:
– electronic signature is issued by private companies, so obtaining it is payable,
– the electronic signature is valid for 1 year or 2 years. An extension of validity is possible provided that a new certificate is purchased from the supplier,
– not every supplier can accept a contract signed before a foreign notary. You must first contact the certified provider and ask what forms of identity confirmation he accepts.

Submission of financial statements

After preparation and approval of the financial statements, it is reported in the Financial Document Repository. From 1 April 2019, thanks to the amendment to the Act on the National Court Register, it will be able to do a professional attorney (attorney-at-law, legal counsel). After reporting, the financial report is also automatically sent to the tax office.

In matters of preparation and submission of financial statements of capital companies, please contact our lawyers at [email protected]

Author team leader DKP Legal
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