Introduction of the obligation to submit e-reports from October 1, 2018.
At the beginning of October, subsequent changes to the procedure of submitting financial statements of companies came into force. The changes are aimed at further computerization of the process of submitting documents to the KRS repository.
From that date onwards, financial statements may only be submitted via the Internet and signed using an electronic signature or a trusted ePUAP profile.
Obligation to submit financial statements
The submission of financial statements is the responsibility of the heads of units, i.e. members of the management board, in the case of capital companies and persons conducting company affairs in the case of other companies. The financial statement should be prepared within 3 months from the end of the financial year, i.e. if the financial year of the company coincides with the calendar year, then the company should prepare the financial statements by 31 March.
The annual financial statement should be approved not later than within 6 months from the end of the financial year. After approval of the report, within 15 days it should be submitted together with the resolution confirming the report to the appropriate registry court.
In addition to the above-mentioned documents, when submitting documents to the registry court, approved resolutions on profit distribution or loss coverage as well as an auditor’s report (if the financial statements were audited) and a report on the activity along with resolutions approving those documents should be submitted.
An important development, coming into force from October 1, 2018, is e-financial statements. These are financial statements prepared in a logical structure and a format made available in the Public Information Bulletin on the subpage of the office of the minister competent for public finances. The new financial statements must therefore be drawn up in the form of the so-called uniform control file (‘UCF’).
The obligation to prepare financial statements in electronic form is connected with the assumption that entrepreneurs entered in the National Court Register are to submit their financial statements only to the National Court Register, from where they will be automatically transferred to the Central Tax Data Registry. This means that from October 1, companies no longer have to send their financial documents separately to the tax office, but the court does it for them.
Incidentally, persons and entities that do not appear in the National Court Register should submit their annual reports in the form of a National Depository of Securities to the head of the National Tax Administration (currently they are submitted to the competent tax offices).
From October 1, there is still a requirement that the person submitting financial documents on behalf of the company should have a PESEL number disclosed in the National Court Register. Therefore, there remains a current practical problem that arises when all members of the company’s management board are foreigners who do not have a PESEL number. In this case, the company is still forced to either appoint a Polish citizen with the PESEL number to the board or ask the appropriate authorities to assign a PESEL number to a foreigner sitting on the board of the company. After obtaining the PESEL number, it is also necessary to submit an application for making an appropriate entry in the National Court Register, revealing the PESEL of a foreigner. Only after the registration court registers it is possible to submit financial statements to the KRS repository. Unfortunately, the IT system of the Ministry of Justice, by means of which financial statements are made, is available only in the Polish language version (analogically only in the Polish language version the ePUAP system is available), so that foreigners who do not have sufficient knowledge of the Polish must be assisted by a person who does.
Currently, it is not possible to submit financial statements by a proxy, although this situation may change at the time of issuing implementing regulations to the Act on the National Court Register.
Statutory auditor’s report
Amendments to the regulations also affected statutory auditors and auditing companies. They were obliged to prepare test reports in electronic form with the requirement to sign them using a qualified electronic signature.
Consequences of failure to submit financial statements on time
At this point, it is worth recalling the consequences of not meeting the deadline for submitting the financial statements. If the obligation is not met within the statutory deadline, the obligated person commits a fiscal offense subject to a fine or restriction of liberty. The way to avoid criminal and fiscal liability may be the institution of active grief Article 16 of the Criminal Code.
Subsequent changes based on the Act on the amendment to the Act on the National Court Register and some other acts will come into force at the beginning of February 2019.
Author Marcin Borys – lawyer