Zuzanna BRÓDKA
Corporate Advisory Assistant at RSM Poland

As we all know, a reform of the National Court Register (NCR) has gradually been introduced since 15 March 2018, its underlying aim being an electronic re-organisation of the register’s operations. From now on, financial statements and accompanying documents shall be submitted only in electronic format with a qualified electronic signature or a signature confirmed with a trusted ePUAP profile. Pursuant to Article 19e par. 2 of the NCR Act (Journal of Laws of 2018, item 986), financial statements shall be provided with a qualified electronic signature or a trusted profile by at least one natural person whose PESEL number is revealed in the Register, and who has been entered into the Register as a Management Board member, proxy, receiver, administrator in restructuring proceedings or a liquidator. However, in the light of the amended Act on the National Register of Debtors of 6 December 2018 (Journal of Laws of 2019, item 55), under which financial documents can be submitted by a proxy, are PESEL number and a qualified signature indispensable for effectively submitting financial statements online?

In this post we are going to try to clarify all doubts concerning the obligation to submit financial statements online.

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Form of submitting financial statements

The gradual changes aimed at completely doing away with the option of preparing and submitting financial statements in paper form, as it used to be the case, are confusing to a certain extent and provoke questions about how financial statements should actually be prepared in order to meet the requirements set forth by the legislation.

Financial statements prepared and approved by 30 September 2018 should be signed in a traditional way by all members of the company’s Management Board, and then filed with the National Court Register in the form of a scanned copy, certified with an electronic signature by one member of the Management Board.

However, pursuant to Article 45 par. 1g of the Accounting Act, financial statements prepared and approved after 1 October 2018 shall be prepared in the logical structure and format that can be found in the Public Information Bulletin on the website of the office of the minister responsible for public finance, as we have discussed here. This means that financial documents are valid provided that they are prepared in electronic form and signed by all members of the Management Board with a qualified electronic signature or a trusted profile.

As we have earlier advised, a prerequisite for submitting financial statements online is an active account on the S24 portal on the website of the Ministry of Finance (https://ekrs.ms.gov.pl/). Financial statements shall be submitted via this portal, together with a relevant application and a declaration that the financial documents meet the requirements set forth in the Accounting Act.

Submitting financial documents by a proxy vs. the PESEL number requirement

In the light of the regulations in force, if you have an electronic signature assigned to your PESEL number, you can submit your financial statements effectively and use the electronic application system free of charge. However, please note that the exercise of this option requires your PESEL number to be revealed in the NCR. 

In late December 2018, the amended NCR Act was signed and it party entered into force on 1 April 2019, thus providing for an option of financial statements also being filed by a proxy. Financial statements could earlier be filed only by a natural person whose PESEL number had been revealed in the Register, a person entered to the Register as a member of the competent body representing the entity, a shareholder authorised to represent a partnership, a receiver or a liquidator. However, since 1 April 2019, an attorney, an attorney-at-law or a foreign lawyer may submit financial statements, as well. As a precondition here, the PESEL number of the proxy must be revealed in the system, and the details of the proxies must be disclosed by the Supreme Bar Council and the National Bar Council of Attorneys-at-Law to courts and the Minister of Justice via the ICT system.

With the above solution in place, the PESEL number of a member of the Management Board shall no longer be an obligatory condition, and one of many premises at the same time, for submitting financial statements online effectively.

Electronic signature

The second amendment of the Act of 26 January 2018 amending the Act on the National Court Register and certain other acts has introduced a provision under which any and all financial statements prepared after 1 October 2018 must be signed by all members of the company’s Management Board electronically. Thus, having an electronic signature has become an indispensable criterion required by the legislator.

Under the Regulation (EU) of the European Parliament and of the Council on electronic identification and trust services for electronic transactions in the internal market (eIDAS), an electronic signature issued by one Member State shall be recognised in any country of the European Union. However, our knowledge and practice both show that electronic signatures issued by Member States of the European Union are not being recognised by the CRS online system; therefore, we suggest obtaining an electronic signature in Poland. 

Submitting financial statements online involves the aforementioned requirements the legislator considers indispensable for the effective online delivery of financial documents. Practice will tell whether the present legislative solutions allow for filing financial statements online to the NCR on time.

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