RSM Poland
Languages

Languages

New rules for signing financial statements and reports on company's operation in practice

Reading time: 4 minutes.

 

In the article you will learn:

  • What changes have been made to signing financial statements and reports on company’s operations;
  • When the company can take advantage of the new rules;
  • How to prepare and submit a declaration that the statements and the report meets the requirements of the Act;
  • How new opportunities help entrepreneurs.

Krzysztof Warakomski
Corporate Advisory Manager w RSM Poland
Legal Counsel
 

Let us remind you that from 1 January this year, there is a new option to sign financial statements and reports on company’s operations. If the entity drawing up the above-mentioned reports is managed by a collective body, it is enough for the statements or report to be signed by only one of its members, and the rest, instead of signatures, can make a declaration that the statements or report meet the requirements of the Act. Statements and reports, which they relate to, should be submitted via the S24 electronic platform or its free alternative – an electronic platform intended only for submitting documents to the Repository of Financial Documents. Relevant functions in both of these electronic platforms were launched on 1 June this year.

How does it look in practice?

For example, in a limited liability company managed by a three-person management board, it is now sufficient for only one member of the management board to sign the financial statements and the report on the company’s operations. The other two members of the management board may submit declarations that a given report meets the requirements of the Act. Then all documents are submitted via the above-mentioned platforms.

New rules only for limited liability companies with a collective management

This new solution seems to be particularly useful for those entities whose boards include foreigners. Our experience shows that most often it is in such companies that the members of the management board do not have the appropriate qualified electronic signatures or find it difficult to use them. This leads to failures and delays in performing reporting obligations and in submitting financial statements and reports on company’s operations. These, in turn, unfortunately more and more often, entail painful financial penalties imposed by the registry court on the company or members of its management board. Therefore, it is worth bearing in mind that at present it is possible to properly sign the financial statements and the report on company’s operations, even if it is not possible for all members of the management board to do so. Nevertheless, it must be remembered that the new solutions can only be applied in those limited liability companies where the management board consists of at least two persons. In the case of a one-person board, the signature of the sole board member is still necessary and cannot be replaced by his declaration that the financial statements or the report on company’s operations meet the statutory requirements.

Learn more about corporate servicesCHECK OUT OUR SERVICE

A declaration that the financial statements and the report on company’s operations meet the statutory requirements::

  • can be used in a company where the management board consists of more than one person,
  • cannot be used in a company where the management board is composed of one person.

What should the declaration on the financial statements and the report on company’s operations contain and in what form can it be prepared?

The requirements as to the content of the declaration are not complicated. The declaration of the member of the management board should include the financial statements and the report on company’s operations to which such declaration relates. As for the declaration regarding the financial statements, the provisions of the Accounting Act indicate in particular the date and time of signing the financial statements by the person entrusted with bookkeeping. Therefore, there is quite a lot of freedom in drafting the contents of the declaration – the most important thing is that there should be no doubts as to which financial statements and report on company’s operations this declaration relates to. For practical reasons, the declaration should be drawn up and submitted in Polish. Drafting it in a different language (for example for the understanding of a board member who is a foreigner) is an option.

The declaration does not have to be extensive, but it should definitely:

  • be prepared in Polish.
  • clearly determine the financial statement (in particular, indicate the date and time of signing the financial statement by the person entrusted with bookkeeping),
  • or clearly identify the activity report on company's operation to which it relates,
  • contain a statement that a given financial statements or report on company's operations meet the requirements provided for in the Act.

The declaration is made in electronic form and signed using:

  • qualified electronic signature,
  • trusted signature,
  • personal signature,
  • in paper form with a handwritten signature.

The latter option to prepare a paper-based declaration signed by hand makes it a perfect solution for foreign management board members who do not have a qualified electronic signature or have difficulties using it. In a broader sense, it also creates a field for considering whether in a specific case there is a need for all members of the management board to create qualified electronic signatures or if it is enough to create a qualified electronic signature only for one or some of them. Of course, you should take into account, for example, the mode of representation applicable in a given limited liability company. It should also be remembered that a qualified electronic signature is useful for a management board member also for completing other formalities related to the company’s operations in Poland.

Handwritten declaration regarding the financial statements or the report on company’s operations – how to submit them?

It is worth remembering that the above-mentioned declaration of the board member – even in paper form, signed by hand, must also be submitted electronically, via the platforms mentioned above. For this purpose, the declaration should be signed by at least one other member of the management board whose PESEL number is disclosed in the Business Register of the National Court Register using a qualified electronic signature, trusted signature, or personal signature. Alternatively, it is possible to have the declaration with the handwritten signature of the member of the management board signed by the legal counsel who will submit this declaration and other documents on behalf of the company. This solution is often used by our clients who entrust us with the submission of financial statements and the report on company’s operations.

Are the declarations regarding the financial statements or reports on company’s operations a facilitation for limited liability companies?

The introduction of the possibility for members of the management board to submit a declaration that the financial statements or the report on company’s operations meet the requirements of the Act – instead of signing them – should be assessed positively. We notice the benefits of the new regulations in particular in those limited liability companies whose management boards include foreigners. Thanks to the changes, it is possible to correctly sign the financial statements or reports on company’s operations, even in those companies where not all members of the management board have qualified electronic signatures. Another advantageous option is the possibility for a legal advisor or attorney to certify a written declaration signed by a member of the management board. A legal advisor or attorney may then submit such a declaration of a management board member on behalf of the company via the S24 electronic platform or its free alternative – an electronic platform intended only for submitting documents to the Repository of Financial Documents. Ultimately, the best proof of the positive effects of the introduced changes is the fact that by using them, we have already solved the problems of many of our clients related to the fulfilment of reporting obligations and the submission of financial statements or reports on company’s operations.

If you need support in preparing the declaration of a management board member regarding the financial statements or the report on operations of a limited liability company or in submitting such documents via S24 or the platform for submitting documents to the Repository of Financial Documents, please contact us. Our experienced team will be happy to assist you in this process.

FIND OUT MORE
Subscribe to RSM Poland Newsletter to stay up-to-date on the most important legal, financial and tax matters.
Subscribe