The financial statement of a Polish company can be submitted only by a member of the board holding a Polish PESEL number
Starting from 15th of March Polish entrepreneurs are obligated to submit financial statements of the company only in electronic form, through a special website provided by the Ministry of Justice https://ekrs.ms.gov.pl. Such procedure should provide an easier way of publishing the financial statements as well as allow anyone and from anywhere to review their content. On the other hand it may also cause some serious problems to companies with foreigners as board members. Would the foreigners in the management boards of Polish companies be forced to obtain a Polish PESEL number in order to submit the financial statement properly?
Necessity of having an account and a Polish PESEL number
In order to use the website provided by the Ministry of Justice it would be necessary to set up a special account. One may register the account through S24 section on the home page of eKRS portal accessible under the link: https://ekrs.ms.gov.pl/s24/
After registering the account (only email address and password are required) first obstacles occur. Before using the account the user is required to authorize the account. There are two possible options of authorization:
- using the electronic signature;
- using the secured profile ePUAP
Secured ePUAP profile is a (less expensive) alternative to electronic signature. Additionally the ePUAP profile must be confirmed during a personal visit at the tax office, local authority or through electronic banking system. In the latter case the bank account must be held at one of the indicated banks in Poland: PKO S.A., Inteligo, BZ WBK, Bank Pekao, mBank, ING Bank Śląski, Envelo, Milenium. It is impossible to confirm the profile through a foreign bank account, even though it belongs to one of the groups listed above.
Despite the problems described above, additional issue occurs at the moment of submitting the financial documentation to the KRS electronic system.
According to art 19e sec. 2 of the National Court Register Act “the application is confirmed using the qualified electronic signature or signature confirmed with a secure ePUAP profile by at (i) least one natural person, (ii) who’s PESEL number is disclosed in the Register, (iii) and is registered as a member of a company’s body representing the company; or as a partner entitled to represent he partnership, or as a restructuring officer, or as a liquidator.
According to the above regulation the persons submitting the financial statement in the electronic system would be forced to present the Polish PESEL number. It might me a crucial issue for the companies established by foreign investors, where often the management board members consists of foreigners. In such cases the companies would be forced to:
- appoint a new member of the board of a company / partner authorized to represent the partnership, holding a Polish PESEL number
- obtaining a PESEL number for one of the foreign citizens being members of the board of the company.
Obtaining a PESEL number for a foreign citizen
A foreign citizen may obtain a PESEL number if, holding a residence permit, he would apply for a resident registration on the territory of Poland.
In any other case PESEL number is issued on request. The application should filed at:
- the municipal office of the current place of resident registration,
- the municipal office of the current seat of the employer – if the foreign citizen does not have a resident registration on the territory of Poland,
- the municipal office of Warsaw Downtown (Śródmieście) District – if the foreign citizen is not employed at the company where he holds his function and does not have a resident registration on the territory of Poland.
Additional advantage is the possibility of applying for the PESEL number through an attorney, which eliminates the necessity of personal appearance at the proper office. Please note that when applying for the PESEL number one has to indicate the legal basis for application.
Before submitting the financial statements electronically the PESEL number must be disclosed in the register
Please note that the financial statement must be submitted by the person who’s PESEL number is disclosed in the register. As a result after obtaining the PESEL number for the foreign citizen, it would be necessary also to disclose it in the register of the company. After that it would be possible to proceed with the submission of the financial statements. Considering the dates for recognition of the motions submitted to the register of entrepreneurs in Poland it is strongly advised to undertake suitable actions in advance in order to meet he statutory dates for filing the financial statements.
In case of any questions we remain at your disposal.
Tomasz Szarek - Legal advisor, Partner at SDZLEGAL SCHINDHELM
Marta Ignasiak - Tax advisor at SDZLEGAL SCHINDHELM