Companies & corporate law /

Reporting obligations of companies in Poland

The deadline for fulfilling reporting in Poland obligations is approaching. In order to avoid mistakes, it is useful to know how to properly prepare the reporting documents and what the consequences are for not submitting them, as discussed in this article. It is worth to remember that Polish companies are subject to mandatory reporting from very moment of company registration – there is no grace period.

Preparation of the financial statements in Poland

First and foremost, the document must be prepared in electronic form, in a logical structure (.xml file format) and signed with one of the electronic signatures permitted by law, i.e:

  • qualified electronic signature, which can be obtained on the spot in Poland from partners of trust service providers. A list of such entities for the European Union countries can be consulted at the following link: https://eidas.ec.europa.eu/efda/tl-browser/#/screen/home,
  • a trusted signature (the so-called ePUAP), which can also be obtained by a foreigner who has a PESEL number and then confirms his identity at one of the confirmation points, which are usually Polish consulates,
  • a personal signature, which is only available to Polish citizens on the eID cards currently issued.

In the case of a collective board of directors, the matter becomes more complicated, as the entire board must sign the report – especially if the board members reside in other countries or do not have proper electronic signatures. There is an exception to this requirement – the report can be signed by one or more members of the board of directors, and the others should make a declaration that the report has been prepared in accordance with the Accounting Act. This statement can also be made in paper form with a handwritten signature, which makes things easier if the board members do not have electronic signatures.

The deadline for the statement is ending with the end of first quarter of the year following the end of the financial year, i.e. 31 March.

Other documents related to financial reporting in Poland

In addition to the financial statements, companies with full accounting are required to submit:

  • an activity report,
  • resolutions on the approval of the annual financial statements and on the distribution of profit or coverage of losses of the company
  • an auditor’s opinion on the annual financial statements (only in the case of capital groups, banks, financial institutions, and other entities that exceed the thresholds of revenue, assets or employment specified in the provisions of the Act),
  • a report on payments to the public administration (applicable to specific entities operating in the extractive industry),
  • reports on the activities of the capital group (applicable to capital groups),
  • reports on the activities of the parent company (applies to parent companies.

In exception to the resolutions, these documents should be in electronic form in any format – the logical structure applicable to the financial statements doesn’t need to be followed, and must be signed with one of the statutorily permitted electronic signatures referred to above.

For resolutions, submission as a scan of hand-signed paper documents is sufficient for their proper filing.

Where and when to submit reporting documents?

Reporting documents are filed through the electronic Financial Documents Repository operated by the Ministry of Justice. The financial statements for most companies should be approved by 30 June at the latest, and the report and other documents should be sent to the court by 15 July.

Consequences of not submitting the reporting documents in time

If the documents are not submitted, the registration court shall summon the company to submit the reporting documents on pain of imposing a penalty under the accounting regulations, setting a deadline for their submission.

If they are not submitted on time, the registration court may impose a penalty on the company. Possible sanctions under the law are a fine (up to PLN 1,080,000) or restriction of liberty (from 1 month to 2 years).

In addition, the Fiscal Criminal Code provides for an additional sanction for failure to file financial statements with the competent tax office, for which the penalty for committing a fiscal offence is a fine ranging from one-tenth to twenty times the minimum wage (approximately PLN 85,000).

In addition, according to the regulations on the National Court Register, if an entity fails to submit its financial statements for 2 consecutive financial years, the entity may be dissolved without liquidation proceedings, which is the most severe sanction for an entrepreneur operating in the form of a limited liability company.

Author team leader DKP Legal Michał Puk
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