Accounting and reporting in Polish Company
- Corporate Law in Poland
- Shareholders Meeting in Poland
- Shareholders resolutions in Poland
- Board of Directors in Poland
- Conveying Shareholders Meeting
- Dismissing Director in Poland
- Liability of Directors in Poland
- Share capital increase in Poland
- Share capital in LLC in Poland
- Reduction of share capital in Poland
- Supervisory Board in Poland
- Auditing Committee in Poland
- Taxation of Polish Company
- Accountancy in Polish Company
- Changes in the supervisory board in Poland
- Foundation registration in Poland
- Transformation into Joint Stock Company in Poland
Accounting and reporting in Polish Company
Polish Limited liability company is obliged to prepare a financial report and a report on the operations of the company at the end of each financial year.
Accountancy obligations of Polish company (LLC)
Under the Polish Accounting Act and the Polish Company Law Act, after the end of each financial year, Polish limited liability company is particularly obliged to:
- Prepare a financial report
- Prepare a report on the operations of an entity together with information on:
- Events having a significant impact on the operations of an entity in a given financial year
- Expected development of the company
- Key research and development achievements
- Acquisition of own shares and the purpose of this operation (their number, value, what part of share capital they represent, selling price if they were also sold during the financial year)
- Branches of an entity
- Financial and non-financial indicators (e.g. number of employees) – if they may impact the evaluation of the company’s position
- Financial instruments with respect to risk (concerning changes of the price, credit risk, loss of liquidity risk) and implemented by the company methods of risk prevention
- Convene the General Shareholders’ Meeting to adopt a financial report, a report on the operations of an entity and resolutions regarding distribution of company’s financial result (division of profits or covering the loss)
- Submit a financial report and a report on the operations of the entity including resolutions of the General Shareholders’ Meeting approving these reports to the revenue office
- Submit an application for the amendment of an entry in the Company Register of Poland regarding submission of reports including resolutions of the General Shareholders’ Meeting
Reporting obligations of Polish Company (LLC)
Moreover, Polish company shall be obliged to submit the financial report to be audited by a certified auditor in case at least two of the following requirements are met:
- Average annual employment measured in full time equivalent was at least 50 job posts
- Total assets at the end of the financial year was equal in value to at least 2,500.000 EUR in Polish zlotys
- Net revenue from the sale of goods and products as well as financial operations for the financial year were equal in value to at least 5, 000.000 EUR in Polish zlotys.
Persons responsible for reporting in Poland
Who in Polish companies shall be responsible for preparing a financial report and a report on the operations of the company?
According to art. 49 of the Polish Accounting Act, the Director of Polish Company shall prepare an annual report. Obligation to prepare a report on the operations of the company lies with the current Management Board, that is the current Management Board on the day it was prepared. Financial reports are signed by the members of the Management Board and a person in charge of keeping books of accounts, however, a report on the operations of the company are signed exclusively by the members of the Management Board.
The Entity’s Manager (as well as the members of the Management Board or the Audit Committee) are obliged to ensure that a financial report and a report on the operations of the Polish company fulfill all requirements stipulated in the Polish Accounting Act. The Entity’s manager and the members of the supervisory board shall be jointly liable for the damages caused by acts or omissions in breach of the above mentioned obligation.
How to submit financial reports, including resolutions of the General Shareholders’ Meeting?
Duly completed application form KRS-Z30 (with annexes) shall be filed with the competent Company Registry of Poland were a given company is registered.
The application shall include the following documents:
1) a financial report including:
- An Introduction
- A Balance sheet
- A Profit and loss account
- Additional information
2) Report on the operations of the company
3) General Shareholders’ Meeting report including:
- A resolution approving the report
- A resolution on the division of profits
Annexes to the application shall be original documents or copies certified by a notary
What are the terms for the above mentioned reporting obligations of the company?
Specific dates apply to the companies where the financial year corresponds to the calendar year.
The Management Board of the company is obliged to ensure that a financial report and a Management Board report on the operations of the company is prepared no later than within 3 months from the balance sheet day (thus the most common cut-off date shall be March 31)
The General Shareholders’ Meeting to approve these reports shall be convened according to the provisions under the Polish Company Law Act or the articles of association. The minutes shall state that the general meeting has been properly convened and that it is competent to adopt resolutions, list the resolutions adopted, the number of votes cast in favor of each of the resolutions and the objections made. The attendance list with signatures of those participating in the general meeting shall be attached to the minutes. The General Shareholders’ Meeting shall be convened in a term allowing for approval of the reports no later than 6 months from the balance sheet day (thus most often by June 30)
These documents, together with the resolution approving the report, shall be submitted with the revenue office within 10 days of the approval of the financial report by the General Shareholders’ Meeting.
Application KRS-Z30, together with annexes, shall be submitted with the registry court within 15 days of the day of the General Shareholders’ Meeting.
Failure to fulfill the above mentioned terms may result in criminal penalties imposed on the Management Board or the company itself by the court under the accounting act, the National Court Register Act and the Fiscal Penal Code Act.
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