Trading companies can now submit their annual financial statements through a proxy

Krzysztof WARAKOMSKI
Corporate Advisory Supervisor at RSM Poland
Legal Counsel

The amendment of the Act on the National Court Register, awaited by entrepreneurs, has become a fact: trading companies can now file their annual financial statements through a proxy.

On 1 April 2019, the amended Act of 13 April 2018 on the National Court Register (Journal of Laws of 2018, item 986)[1] enters into force, introducing the option of submitting the annual financial statements (and other documents filed in connection with financial year closing) online via a professional proxy being either a legal counsel or an attorney. The amendment shall apply to all entities entered to the registry of entrepreneurs of the National Court Register, in particular to such popular forms of running business in Poland as: limited liability companies and branches of foreign enterprises (companies). It is also of paramount importance for foreigners who hold positions on management boards of companies or act as representatives of foreign enterprises (companies) in their Polish branches and do not have a PESEL number assigned. However, it will undeniably make life easier also for all those who already have this number.

Registration: towards online services 

Online registration services have become a fact in Poland already some time ago, and they are getting more and more robust. At first, the legislator introduced online solutions as an alternative to traditional ones. Thus, entrepreneurs could choose which way to go. This is the case with the option of online registration and the service of certain types of companies that has been in place for several of years now: you may use it but you do not have to.

Submitting financial statements on-line obligatory for everyone 

All companies and branches of foreign enterprises (companies) registered in Poland have already been affected by revolutionary changes in preparing and submitting financial statements that were introduced last year[2] and discussed earlier on our blog. In line with these changes, financial statements of each such entity must be signed with an electronic signature by all persons authorised to represent this entity. Financial statements must be mandatorily submitted online only, with the electronic signature of at least one person authorised to represent the entity, whose PESEL number is disclosed in the National Court Register. Thus, every person authorised to represent the entity (company; branch of a foreign enterprise) must have an electronic signature. Next, at least one of these persons must have a PESEL number and disclose it in the National Court Register.

Desirable changes as of 1 April 2019

The amendment that enters into force on 1 April 2019, so much awaited by many entrepreneurs, is undeniably going to give a hand to those responsible for submitting annual financial statements. Even though persons signing financial statements will still need to have their own electronic signatures, the documents can now be submitted to the NCR directly through a proxy (either a legal counsel or an attorney) who will complete related formalities by themselves. This will surely save time and stress for managers who are already overburdened with tasks.

Significant relief for foreigners who do not have a PESEL number

Another issue is that the amendment is of no small importance for foreigners who do not have PESEL number or whose PESEL number has not been entered to the National Court Register. If it had not been for the amendment entering into effect on 1 April this year, these entrepreneurs would not be able to report their financial statements effectively. In many cases, foreigners are behind in their reporting obligations dating back to the 2017 financial year. And it should be mentioned at this point that a failure to submit financial statements on time may result in serious penalties, including a fine in the amount of up to PLN 10,000 (which may be imposed several times on persons responsible for submitting financial statements), and in extreme cases the company may even be removed from the register. For many foreigners, the adopted amendment is thus an opportunity to avoid severe consequences.

Summary

The amended Act on the National Court Register that enters into force on 1 April 2019 is welcome and should be viewed as a positive development. The re-introduction of the option of submitting annual financial statements (together with remaining documents connected with the financial year closing) through a proxy is going to relieve busy managers, whereas foreigners will avoid the formalistic and time-consuming PESEL application procedure.

Do you need professional legal advisory in starting or running your business in Poland? Or perhaps you would like to obtain an electronic signature or submit financial statements through a proxy? Contact us and get support from experienced professionals.