The most common errors in approving and filing financial statements

This article answers the following questions:

• Who needs to sign financial documents before their approval and how to do it properly?
• What are the consequences of approving improperly signed financial documents?
• Does the order in which resolutions are adopted at an annual general meeting matter?
• How to properly grant a discharge to the members of the governing bodies?
• When to adopt a resolution on the continued existence of the company?
• What are the potential penalties for non-filing of financial statements? 

The approval and filing of financial statements of a limited liability company is an obligation which repeats itself every year. Even though these operations take place over and over again throughout business practice, mistakes are bound to happen. Those mistakes, which may seem trivial at a first glance, may even lead to the invalidity of adopted resolutions as well as penal liability for board members. This article focuses on what to remember and what to avoid in the process of approval and filing of financial statements.

Approval of financial documents in spite of their incompleteness or without required signatures or declarations

When the financial statements or management report (unless there are grounds, in a particular case, for applying an exemption from preparing the latter document to a small or micro enterprise) are signed, it is confirmed that the entity is in compliance with the law.

Prior to approving the statements, the shareholders should always check if all the documents are complete and correct as well as verify the completeness of the signatures. The approving body should treat any deficiencies or irregularities in this respect as a warning sign and refuse to approve and file the documents until the deficiencies are remedied¹.

If the said problems are not resolved, the resolution of the general meeting on the approval and filing of the financial statements and management report (again, unless there are grounds for applying an exemption for small and micro enterprises) may be challenged and rendered invalid.

How to correctly sign the financial statements and management report?

The financial statements can be signed with a qualified electronic signature, trusted profile, or electronic personal signature (associated with the Polish identity card)².

A qualified electronic signature is equivalent to a handwritten signature and is useful in fulfilling a number of legal requirements related to conducting business activities in Poland. Entrepreneurs and board members without one can solve this problem by taking advantage of our administrative support in obtaining and renewing qualified electronic signatures.

The financial statements must be signed (and dated) by the person who is responsible for bookkeeping (e.g. an accountant or board member) and the manager of the entity. If a collective body acts as the manager of the entity – for example management boards in the case of limited liability companies – the financial statements can be signed by either all the members of the management board or at least one of them, but only after the remaining members submit declarations that the financial statements comply with the law (or refusals to submit such declarations). A refusal to sign the financial statements must be substantiated in writing.

In the declaration that the financial statements comply with the law (or in the declaration on the refusal), board members must explicitly indicate which financial statements the declaration pertains to, in particular by specifying the date and hour of the signing of the financial statements by the person who is responsible for bookkeeping.

A very helpful solution for foreigners without a qualified electronic signature or trusted profile is the possibility to submit such a handwritten declaration in paper form with a handwritten signature on it. In such a case, it is necessary to secure an electronic copy of the declaration³.

It must be remembered that a non-qualified electronic signature (e.g. DocuSign, which is common outside Poland) is by law not equivalent to a handwritten signature, therefore, it cannot be used to sign the declaration. 

The management report must be signed with a qualified electronic signature, trusted profile, or electronic personal signature, and it is not signed by the person who is responsible for bookkeeping (unless this person is also the manager of the entity). The declaration that the management report complies with the requirements and the refusal to sign the management report are governed by similar principles to those applied to the financial statements. 

Adopting resolutions at an extraordinary general meeting

In accordance with the law, general meetings are divided into annual and extraordinary.

Financial documents are approved at an annual general meeting, as stipulated in Article 231 of the Polish Commercial Companies Code⁴, which sets out the obligation to hold an annual general meeting within 6 months from the end of every fiscal year and establishes its minimum agenda⁵.

All other shareholders' meetings are extraordinary general meetings.

Improper venue of the annual general meeting 

Annual general meetings of limited liability companies must be held in Poland. In principle, general meetings of a limited liability company are held in the registered office of the company unless a different venue (which must be located in Poland) is specified in the articles of association. 

If a general meeting is to be held in a different place than the registered office or the venue specified in the articles of association, then all shareholders have to consent to it in writing, and the consent must be given before the general meeting is convened⁶. An exception to this rule is a situation where a general meeting is held without having been formally convened. In that case, by accepting that the meeting has been convened under a deformalised procedure, the shareholders also accept its venue⁷.

Resolutions which have been adopted in breach of the above-mentioned principles may be challenged and possibly rendered invalid.

Adopting resolutions without holding a meeting (under a written procedure)

Even though the amendment⁸ to Article 231 of the Polish Commercial Companies Code⁹, which had repealed its Section 4 which had specifically excluded the right to vote in writing on the matters specified in Article 231(2) and (3) of the Polish Commercial Companies Code¹⁰, made it seem that the matters on the agenda of annual general meetings could be dealt with under a deformalised written procedure (without holding a "classic" general meeting), this is difficult to implement in practice.

Why? Voting on granting a discharge to the members of the governing bodies must be strictly carried out by a secret ballot, as this issue falls within the scope of the so-called personal matters which, in accordance with the law, must be resolved under a secret (confidential) voting procedure¹¹. 

Voting in writing on such a resolution does not allow for maintaining secrecy¹². For this reason, a "liberalised" procedure of passing resolutions on the matters designated in Article 231(2) and (3) of the Polish Commercial Companies Code¹³ – in breach of the provision to carry out a secret ballot – is not recommended due to the fact that the resolution might be subsequently rendered invalid.

Formal issues: lack of obligatory elements in the minutes of meetings

The fact of holding a general meeting must be properly documented in its minutes. The obligatory items which must be included in the minutes of the general meeting are as follows:

1. Determination that the general meeting was properly convened.
2. Determination that the general meeting has the capacity to adopt resolutions.
3. A list of resolutions adopted at the general meeting and the number of votes cast for each resolution.
4. A list of objections raised.
5. The signatures of the attendants (or at least of the chair of the meeting) and of the minute secretary.

The minutes must be accompanied by an attendance list with the signatures of the participants present at the general meeting.

Profit distribution (loss coverage) prior to the approval of the financial statements

The agenda and obligatory elements of annual general meetings are designated in the Polish Commercial Companies Code¹⁴.

The minimum agenda includes the following items, the order of which is relevant:

1. Considering and approving the management report and financial statements for the preceding fiscal year.
2. Adopting a resolution on profit distribution or loss coverage (if, in accordance with Article 191(2) of the Polish Commercial Companies Code, these matters have not been excluded from the competence of the general meeting).
3. Granting a discharge to the members of the governing bodies of the company.

As can be seen, profit distribution or loss coverage is only possible after the financial statements have been approved. Only then, the financial result and total assets and liabilities are legally established, and it is the basis for further decisions¹⁵. Profit distribution or loss coverage without approving the financial statements is legally invalid¹⁶. In addition, if the financial statements are subject to a statutory audit, profit distribution or loss coverage is conditional upon the auditor forming a relevant opinion.

If the company fails to have its financial statements audited, or if the auditor refuses to form an opinion or issues an adverse opinion, profit distribution is illegitimate¹⁷.

Failure to grant a discharge to all the members of the governing bodies of the company

Granting a discharge is, simply put, shareholders' approval of the duties performed by the members of the governing bodies of a limited liability company in the preceding fiscal year¹⁸. The effect of granting a discharge to a member of the governing body is a challengeable (rebuttable) actual presumption that the board member adequately fulfilled his or her duties, i.e. that his or her activities were in compliance with the articles of association and that he or she did not undertake any unlawful ommissions¹⁹.

Importantly, a discharge must be granted to all the members of all the governing bodies of the company (management board, supervisory board, and audit committee) who fulfilled their duties in the preceding fiscal year²⁰, even if they acted in their capacity for only one day of the said year and they no longer fulfil their duties at the moment the annual general meeting is being held.

An important rule which should be followed at the general meeting is voting on granting a discharge to each member of the governing bodies separately.

Failure to adopt a resolution on the continued existence of the company

If a limited liability company reports a loss, mere adoption of a resolution on loss coverage may prove insufficient. It stems from the fact that if the balance sheet prepared by the management board shows a loss exceeding the total of the supplementary capital and reserve capitals and half of the share capital (which is not unlikely, especially in the case of companies with its share capital at the minimum level), the general meeting is obliged to adopt a resolution on the continued existence of the company. 

The shareholders must adopt either a resolution on the continued existence of the company or a resolution on the winding up of the company²¹. If the intention is to keep the company operating as a going concern – what should be the aim of the shareholders – appropriate remedial actions should be taken²². The options are, for example, to increase the share capital of the company, request that shareholders make additional contributions, or look for external sources of funding²³.

Failure to meet registration obligations

If the fiscal year coincides with the calendar year, the annual general meeting approving the financial statements should be held not later than within six months from the balance sheet date, i.e. on or before 30 June. 

However, the approval of the financial statements (and supporting documents) is not the last obligation. Within 15 days from the approval of the financial statements, the management board is obliged to file the same with the National Court Register along with:

• the management report
• a copy of the resolution of the general meeting on the approval of the statements
• a copy of the resolution on profit distribution or loss coverage²⁴.

If the financial statements are subject to a statutory audit, it is also necessary to submit the auditor's report.

The documents can be submitted:

• free of charge via the Financial Document Repository (Polish: Repozytorium Dokumentów Finansowych – RDF) – If the documents are submitted by a person authorised to represent the company whose PESEL number is disclosed in the National Court Register (or through an attorney).
• against payment (by paying a fee of PLN 140) via the S24 system – If the documents are submitted by a person authorised to represent the company whose PESEL number is not disclosed in the National Court Register.

What penalties is failure to file the financial statements of a limited liability company subject to and who is liable?

There are multiple grounds for liability, but it always concerns board members. Pursuant to the Polish National Court Register Act²⁵, the registry court may initiate the so-called compelling proceedings, calling upon the company which has defaulted on its obligation to file the financial statements to submit the outstanding documents within seven days, otherwise a penalty payment may be imposed on the board members of the company.

The penalty on the members of the management board may amount to PLN 15,000 in one case and may be imposed multiple times up to the total amount of PLN 1,000,000.

If the company fails to file the annual financial statements for two successive fiscal years despite having been called upon to do so, the registry court may initiate, ex officio, a winding-up process without conducting liquidation proceedings²⁶.

In addition, in accordance with the Accounting Act²⁷, failure to file financial statements is an offence which is subject to a fine or restriction of liberty²⁸.

Lastly, under the Fiscal-Penal Code²⁹, non-filing of financial statements in a timely manner constitutes a fiscal misdemeanour and is subject to a fine.

Bottom line

In order to comply with all reporting obligations imposed on a limited liability company in a reliable and timely manner, one needs to pay attention to a number of details, which might not appear very important. However, non-compliance may cause difficulties in the normal course of operations of the company (e.g. due to the inability to distribute profit) as well as lead to severe sanctions on board members and, in extreme cases, winding-up of the company.

To make sure that the process of approval and filing of financial statements takes place seamlessly, it is advisable to take advantage of professional support in preparing minutes and resolutions as well as ongoing legal and corporate advisory services offered by RSM Poland.

Sources:

¹Judgment of the Supreme Court of 10 February 2012 (II CSK 350/11, LEX nr 1157551).

²E.W. Maruszewska (ed.), Ustawa o rachunkowości. Komentarz, 2nd edition, 2025, Legalis.

³E.W. Maruszewska (ed.), Ustawa o rachunkowości. Komentarz, 2nd edition, 2025, Legalis.

⁴The Polish Commercial Companies Code of 15 September 2000 (Journal of Laws of 2024, item 18).

⁵A. Opalski (ed.), Kodeks spółek handlowych. Volume IIB. Spółka z ograniczoną odpowiedzialnością. Komentarz. Articles 227–300, 1st edition, 2018.

⁶Z. Jara (ed.), Kodeks spółek handlowych. Komentarz, 5th edition, 2024, Legalis.

⁷P. Pinior, J. A. Strzępka (ed.), Kodeks spółek handlowych. Komentarz, 1st edition, 2024.

⁸The Act of 9 November 2018 (Journal of Laws of 2018, item 2244) repealed Article 231(4) of the Polish Commercial Companies Code which precluded the possibility to vote in writing on the matters specified in Article 231(2) and (3) of the Polish Commercial Companies Code.

⁹cf. Article 231 of the Polish Commercial Companies Code of 15 September 2000 (Journal of Laws of 2024, item 18).

¹⁰The Polish Commercial Companies Code of 15 September 2000 (Journal of Laws of 2024, item 18).

¹¹cf. Article 247 of the Polish Commercial Companies Code of 15 September 2000 (Journal of Laws of 2024, item 18).

¹²Z. Jara (ed.), Kodeks spółek handlowych. Komentarz, 5th edition, 2024, Legalis. 

¹³The Polish Commercial Companies Code of 15 September 2000 (Journal of Laws of 2024, item 18). 

¹⁴cf. Article 231 of the Polish Commercial Companies Code of 15 September 2000 (Journal of Laws of 2024, item 18).

¹⁵A. Opalski (ed.), Kodeks spółek handlowych. Volume IIB. Spółka z ograniczoną odpowiedzialnością. Komentarz. Articles 227–300, 1st edition, 2018, Legalis.

¹⁶E.W. Maruszewska (ed.), Ustawa o rachunkowości. Komentarz, 2nd edtition, 2025, Legalis. 

¹⁷E.W. Maruszewska (ed.), Ustawa o rachunkowości. Komentarz, 2nd edition, 2025, Legalis.

¹⁸Z. Jara (ed.), Kodeks spółek handlowych. Komentarz, 5th edition, 2024, Legalis. 

¹⁹M. Śledzikowski, Skutki prawne udzielenia absolutorium dla członków zarządu spółki z ograniczoną odpowiedzialnością, 2018.

²⁰A. Opalski (ed.), Kodeks spółek handlowych. Volume IIB. Spółka z ograniczoną odpowiedzialnością. Komentarz. Articles 227–300, 1st edition, 2018, Legalis.

²¹Z. Jara (ed.), Kodeks spółek handlowych. Komentarz, 29th edition , 2025, Legalis.

²²J. Bieniak et al., Kodeks spółek handlowych. Komentarz, 9th edition, 2024, Legalis. 

²³J. Bieniak et al.., Kodeks spółek handlowych. Komentarz, 9th edition, 2024, Legalis.

²⁴A. Opalski (ed.), Kodeks spółek handlowych. Volume IIB. Spółka z ograniczoną odpowiedzialnością. Komentarz. Articles 227–300, 1st edition, 2018, Legalis. 

²⁵cf. Article 24 of the Polish National Court Register Act of 20 August 1997 (Journal of Laws of 2025, item 869).

²⁶cf. Article 25(1)(4) of the Polish National Court Register Act of 20 August 1997 (Journal of Laws of 2025, item 869).

²⁷cf. Article 79(3) of the Polish Accounting Act of 29 September 1994 (Journal of Laws of 2023, item 120).

²⁸A. Opalski (ed.), Kodeks spółek handlowych. Volume IIB. Spółka z ograniczoną odpowiedzialnością. Komentarz. Articles 227–300, 1st edition, 2018, Legalis. 

²⁹cf. Article 80b of the Polish Fiscal-Penal Code of 10 September 1999 (Journal of Laws of 2025, item 633).