Accounting Supervisor at RSM Poland
When a year ago one of our colleagues, Radosław OSMÓLSKI, wrote about the major pitfalls of using a foreign accounting system for keeping the books of accounts of a Polish company (read here), we have already had some experience both when it comes to shadow accounting and advisory on system solutions enabling reporting that would meet the needs of the Polish financial reporting and tax system. However, we are moving on every year, as we are working with an ever growing number of foreign financing and accounting systems and we are looking for even better solutions for our customers, so that doing business in Poland does not become a bureaucratic nightmare for them. That is why today we are going to focus not only on the form, but also on the place of bookkeeping.
A BIT OF THEORY
Problems with the very choice of accounting software tend to emerge in entities that are part of larger business structures, where bookkeeping is done either by a parent entity or a given affiliate whose geographic location can be far away from the place of business of other entities involved. In such case we can be dealing not only with a foreign financing and accounting system, but also with keeping the books abroad.
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Unfortunately, the accounting legislation of different countries fails to provide for uniform accounting principles; what is more, it introduces different provisions concerning detailed conditions for keeping the books of accounts. The Polish Accounting Act, on the one hand, offers many options in the approach to business transactions, but on the other hand it sets forth rather detailed conditions that must be met for these operations to be deemed as giving a true and fair view of the company. The implications of incorrect or unreliable bookkeeping are often underestimated (in particular by companies that keep their books outside the territory of Poland), and can be detrimental as they may produce a negative perception of the entity by its prospective counterparties and give grounds for tax offices to challenge tax returns, which, in turn, may result in higher tax owed according to tax offices, along with fines or even yjr imprisonment of persons responsible for bookkeeping. In recent years, we have seen more and more follow-up decisions by tax offices and tax auditors asserting the non-compliance of books with the legal regulations (both the Accounting Act and tax acts) and often imposing fines in such cases. Considering the fact that when it comes to tax offences, tax offices and tax auditors have the same rights to conduct preparatory proceedings as, for example, the police or the prosecutor, as well as to produce an indictment (pursuant to Article 325a of the Code of Criminal Procedure  and Article 133 and 155 of the Penal and Fiscal Code ), imposing a fine or imprisonment is not a rare scenario in the case when a breach of law has been found or consent to such a breach of law, if the person responsible for bookkeeping has failed to provide proper oversight over the activities of its employees.
The person responsible for keeping the books of accounts (pursuant to Article 4 section 5 of the Accounting Act) is the entity’s manager, i.e. for example the management board in a capital company, partners in a civil partnership, etc. It is the entity’s manager that decides on the place of keeping and storing the books of accounts and is responsible for notifying the tax office if the books have been moved outside the registered office of the entity (Article 11a item 1 of the Accounting Act). However, can we actually talk about moving the books outside the registered office of the entity, if bookkeeping is done outside the territory of Poland?
Under the Accounting Act, bookkeeping can be done by the entity itself or it can be outsourced to an external entrepreneur. The moving of books of accounts takes place mostly in the latter case, where both accounting documents and the server with accounting data are located outside the registered office of the entity/place of executive management; the entering and accounting of data is the responsibility of the persons from outside the entity, and the management has only passive access to the accounting data. The situation can be at times more complicated though, e.g.:
- documents are kept at the entity’s office and the server is located at the office of the entrepreneur providing bookkeeping services – in this case, the bookkeeping is usually subject to an agreement concluded with an external company and as such constitutes bookkeeping outside the registered office of the entity (the physical entering of records into the computer system and the classification of business transactions takes place at the registered office of an external entity), despite the fact that the original source documents are kept at the entity’s office;
- the server is located at the entity’s office and the documents are kept by the entrepreneur providing bookkeeping services – in this case, if handling (accounting) is also subject to a service agreement, it shall be deemed as bookkeeping outside the registered office of the entity, provided that the external entity is responsible for the classification and accounting of documents in the accounting system. Even though it is difficult to draw such a conclusion on the basis of the Accounting Act itself, the Position of the Committee of the Accounting Standards Board of 13 April 2010 on certain principles of bookkeeping , mentioned by Radosław Osmólski, again proves very helpful.
For bookkeeping that is centrally managed for an international group of enterprises, we are usually dealing with a situation where accounting documents are kept at the registered offices of the different entities, while the accounting data is stored on servers located outside the territory of the state (here: outside Poland) and managed by an entity that belongs to the group but is not necessarily providing professional bookkeeping services. In such a case, it does not matter whether the data is entered into the accounting system locally, from the registered office of the entity, or from the country where the server is located (by accountants of the group of enterprises); the entity’s manager remains responsible for providing oversight both over the books and the persons involved in data input, which means that within the meaning of the Accounting Act, the bookkeeping is still being done by the entity. This is a good solution from the point of view of the group; however, there is a great risk involved as foreign accountants can be unfamiliar with the Polish regulations.
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The Act of 6 June 1997 Code of Criminal Procedure (Journal of Laws of 1997 No. 89 item 555 as amended)
The Act of 10 September 1999 Penal and Fiscal Code (uniform text Journal of Laws of 2017 item 2226)
Published Communication No. 10 of the Minister of Finance of 18.05.2010 on the announcement of the resolution of the Committee of the Accounting Standards Board on adopting the position of the Committee on certain principles of bookkeeping (Journal of Laws of the Minister of Finance of 2010 No. 6, item 26 of 24.06.2010)