Last year, Polish authorities initiated the process of digitalizing financial statement submission proceedings. New formal requirements in this regard concerning both (1) the preparation of financial statements for 2018, and (2) the signing of financial statements drafted after October 1, 2018 (and other related documents) with a certified electronic signature or ePUAP trusted profile, were introduced.
Under the new regulations, as of October 1, 2018, the company’s financial statements should be prepared in (1) electronic form (in the format provided by the Ministry of Finance) and (2) signed with a qualified electronic signature or signatures confirmed by a trusted ePUAP profile (an 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 the preparation of a standard paper form of the financial statements (with handwritten signatures of all board directors) and then submitting the signed documents to the official Repository of Financial Documents as a scanned version in PDF format signed only by one board director with a PESEL number (e-representative), will no longer be in force (however, it still applies to financial statements drafted prior to October 1, 2018).
Regarding the electronic form of the financial statements, it is important to note that 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 XML format.
The second formal requirement mentioned, i.e., the signing of the financial statements for 2018 with a certified electronic signature or ePUAP trusted profile, is of key importance. In practical terms, this 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).
Additionally, the management board report on the activity of the company has to be prepared in an electronic form signed with a 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 for the format of 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 electronic form, including scans in .pdf format.
When it comes to the actual filing of the financial statements, they 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 filed to the IT system of the Ministry of Justice by, e.g., an e-representative or commercial proxy (provided that their 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 entity obliged to submit them.