As of 15 March 2018, companies may no longer submit hard copies of their financial statements to registry courts. In the transitional period, i.e. until 1 October 2018, financial statements may be prepared in hard copy, scanned and sent electronically. For that purpose, the Ministry of Justice has launched a dedicated system allowing for the free of charge submission of financial documents by entrepreneurs. The changes introduced to the Act on the National Court Register (KRS) are to facilitate the procedure itself as well as to relieve registry courts, which, due to the growing number of companies, would have been flooded with financial documents every year.
Who is subject to the new changes
All entities obliged to prepare financial statements that are registered in KRS. In particular:
- limited joint-stock partnerships,
- limited liability companies,
- joint-stock companies,
- branches of foreign enterprises,
- mutual insurance companies,
- mutual reinsurance companies,
- state enterprises.
What documents are to be submitted electronically
- an annual financial statement,
- an opinion on the audit of a financial statement,
- a copy of a resolution or decision by a competent body to approve an annual financial statement,
- a copy of a resolution on profit distribution or loss cover,
- an activity report.
- 15 March 2018 – the effective date of Art. 19e of the act on KRS, as of which financial documents to registry courts may be submitted only electronically, however, it is still possible to prepare documents in a standard form and send their scan bearing a qualified electronic signature or a signature confirmed via trusted ePUAP profile;
- 1 October 2018 – the necessity to prepare and send financial statements in an electronic form bearing a qualified electronic signature or a signature confirmed via trusted ePUAP profile.
Absence of obligation to submit financial documents to the Tax Office
- statements for 2017 are to be submitted to the Tax Office just as in the previous years - in hard copy,
- As of 1 October 2017, financial documents are to be submitted only with the use of the portal of the Ministry of Justice to the Financial Document Repository,
- the act on KRS states that documents from the Financial Document Repository will be automatically sent to the Central Registry of Tax Data.
Problems regarding companies represented by persons not having a personal identification number (PESEL)
Documents sent to the system should bear a signature confirmed via trusted ePUAP profile by at least one person whose PESEL number is disclosed in the registry, i.e.:
- a partner authorised to represent a partnership,
- a receiver,
- a liquidator,
- a member of an organ authorised to represent.
If none of the persons listed above has a PESEL number, the submission of financial documents, according to the amended procedure, will not be possible. The system does not allow for acting via proxy either. At present, it seems that the only real possibility to submit financial documents is through the use of S24 portal.
The amendment of the act on KRS has revolutionised the rules of submitting financial statements. The procedure has been partly simplified. Moreover, the submission of statements via the system is free of charge. On the other hand, companies are obliged to create accounts in the system, while authorised representatives need to obtain a qualified signature or a signature confirmed via trusted ePUAP profile. Additionally, the current wording of Art. 19e of the act on KRS does not allow companies, at which none of authorised representatives has a PESEL number, to use the system. This problem will probably have to be resolved by yet another amendment by the legislator.