Last year Polish authorities have initiated the
process of digitalization of financial statements
submission proceedings. New formal requirements
in this regard concerning both (1) preparation of
the financial statements for 2018, and (2) signing of
the financial statements drafted after October 1,
2018 (and other related documents) with a certified
electronic signature or ePUAP trusted profile, were
introduced since last year.
Under the new regulations, as of 1st October 2018,
the company’s financial statements should be
prepared in (1) electronic form (in format provided
by Ministry of Finance) and (2) signed with qualified
electronic signature or signatures confirmed by a
trusted ePUAP profile (electronic profile set up by a
natural person on a platform made available by the
Ministry of Justice) by all Members of the
Management Board.
This means that the previous procedure which
allowed to prepare a standard paper form of the
financial statements (with handwritten signatures
of all board directors) and then submit the signed
documents to the official Repository of the
Financial Documents as a scanned version in PDF
format signed only by one board director with a
PESEL number (e-representative) will be no longer
in force (however, it still applies to financial
statements drafted prior to October 1, 2018).
As regards the electronic form of the financial
statements it is important to note that the entities
registered in the National Court Register are
obliged to prepare financial statements in
accordance with the logical structure and format
provided by the Polish Ministry of Finance (unless
the financial statements are prepared in
accordance with IFRS/IAS standards). The logical
structure provided by the Polish Ministry of Finance (available on their website) has been issued as an
XSD file and the financial statements prepared on
its basis are to be in the XML format.
The second formal requirement mentioned i.e.
signing of the financial statements for 2018 with a
certified electronic signature or ePUAP trusted
profile is of key importance. Namely, in practical
terms it means that every member of the
management board of a Polish entity is required to
sign the financial statements by way of an
electronic signature (either certified or ePUAP
profile).
Also the management board report on the activity
of the company has to be prepared in an electronic
form signed with certified electronic signature or
ePUAP trusted profile. However, there are no
logical structures or formats provided by the Polish
authorities in this regard. Therefore, the report on
the activity of the company can be prepared in any
electronic form (e.g. in .doc or .pdf format).
As per the format of the other documents that are
subject to submission to the National Court Register
(e.g. shareholders resolution on approval of the
financial statements and the shareholders
resolution on distribution of profit/covering the
loss) they can be submitted in any electronical form
including scans in .pdf format.
When it comes to the very filing of the financial
statements, it shall be submitted via the dedicated
IT system. The catalog of individuals who can file
financial statements has been expanded since last
year and now financial statements may be filled to
the IT system of Ministry of Justice by i.a. e-
representative or commercial proxy (provided that
his PESEL number has been disclosed in the National
Court Register). Also, due to the recent amendment
to the e-filing procedure, professional attorneys are
entitled to submit the financial statements acting
on behalf of the power of attorney granted by the
entity obliged to submit thereof.
MILLER CANFIELD
W. BABICKI, A. CHEŁCHOWSKI I WSPÓLNICY SP.K.
ul. Batorego 28-32
81-366 Gdynia
Tel. +48 58 782-0050
Fax +48 58 782-0060
gdynia@pl.millercanfield.com
ul. Nowogrodzka 11
00-513 Warszawa
Tel. +48 22 447-4300
Fax +48 22 447-4301
warszawa@pl.millercanfield.com
ul. Skarbowców 23a
53-125 Wrocław
Tel. +48 71 780-3100
Fax +48 71 780-3101
wroclaw@pl.millercanfield.com
Disclaimer: This publication has been prepared for clients and professional associates of Miller Canfield. It is intended to provide only a summary of
certain recent legal developments of selected areas of law. For this reason the information contained in this publication should not form the basis of any
decision as to a particular course of action; nor should it be relied on as legal advice or regarded as a substitute for detailed advice in individual cases.
The services of a competent professional adviser should be obtained in each instance so that the applicability of the relevant legislation or other legal
development to the particular facts can be verified.