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Revolution in preparing and submitting annual financial statements by commercial companies

Background
Polish commercial companies have been obligated since October 2018 to submit their annual financial statements and management reports exclusively electronically. This began the first phase of digitisation of registry proceedings in Poland. In a further step, the paper form has finally said goodbye. As of September 2020, changes to the facts registered in the company register or the registration of the company are to be processed completely electronically. New requirements in the accounting area affect all managing directors and board members, including foreigners.

Annual financial statements only with electronic signature
Annual financial statements and management reports which are prepared after 1 October 2018 must be prepared electronically and furnished with a qualified electronic signature or the so-called ePUAP signature. This is a free signature which is confirmed via the so-called ePUAP trust profile and is especially for the communication with the administrative authorities in Poland. For an effective submission, the documents must be signed electronically by all managing directors and/or management board members (or shareholders for partnerships). The annual financial statements must also be prepared according to the logical structure specified by the Polish Ministry of Finance and in the format provided.

Not affected by the obligation to electronic preparation are current resolutions for approving the annual financial statements and for the distribution of profits and/or covering loss which are still being prepared in paper form.

What must be observed in the accounting?
For an effective submission of the annual financial statements and the management report, each managing director or management board (shareholders) of a company domiciled in Poland must have a qualified electronic signature or the so-called ePUAP signature. However, the latter can only be requested by a person who has a PESEL number (Polish personal ID number). The PESEL number is not required for the application of a qualified electronic signature for a Polish provider. A qualified certificate for the electronic signature can also be applied for by a trust service provider based in another member state if this is listed in the trust list of the European Commission (https://webgate.ec.europa.eu/tl-browser/#/). A certificate qualified in EU countries is then recognised by Polish courts.

Submission of the annual financial statements to the tax office is no longer required
Since 1 October 2018, financial documents no longer have to be submitted to the tax office. The competent registry court will automatically forward the annual financial statements to the central tax data register.

Author: Marcin Śledzikowski