Simplified procedure for signing financial statements from 1 January 2022

The financial statements of an entity managed by a multi-person body may, under certain conditions, be signed by one selected person from this body. This is possible thanks to the amendment to the Accounting Act which entered into force on 1 January 2022.

From 1 October 2018, financial statements must be prepared in electronic form and signed with a trusted profile or a qualified signature by the person entrusted with keeping the books of accounts and by all members of the management board. Using a trusted profile or a qualified signature and collecting all signatures often causes organizational and technical difficulties, especially for foreigners in the management board. With this in mind, the lawmakers amended Art. 52 sec. 2b of the Accounting Act.

Financial statements signed by one member of the management board

If the entity is managed by a multi-person body, the financial statements may be signed by one member of this body with a trusted profile or a qualified signature, after all other members have submitted declarations that the financial statements meet the requirements provided for in the Accounting Act.

This solution is voluntary and does not affect the current practice of entities in which all members of the management board sign the financial statements.

Required declarations

A declaration that financial statements meet the requirements provided for in the Act may be prepared:

• in electronic form, with an electronic signature (qualified, trusted or personal),
• in paper form, with a handwritten signature.

The declaration should identify the version of the financial statements to which it relates, in particular, by specifying the date and time of signing the financial statements by the person entrusted with keeping the books of accounts.

If the declaration has been made in paper form, the person signing the financial statements is obliged to prepare an electronic copy of these documents.

The declaration must be attached to the financial statements and submitted to the National Court Register. It must also be kept together with the financial statements for at least 5 years, counting from the beginning of the year following the financial year in which the financial statements were approved.

The above principles also apply to financial statements other than annual and reports on the entity’s activities, except that the latter are not signed by the person keeping the books of accounts.

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Submitting financial statements and declarations to the National Court Register

Introduction of a new document to be submitted to the National Court Register requires an adaptation of the IT system of the Repository of Financial Documents. The amending act (Act Amending the Accounting Act and Certain Other Acts of 14 October 2021, Art. 13 sec. 3) sets the deadline for submitting financial statements together with the declaration, depending on the date of approval by the shareholders’ meeting:

• financial statements approved before 1 June 2022, to which new documents will be attached, should be submitted to the National Court Register between 1 and 15 June 2022
• financial statements approved after 1 June 2022 (or financial statements without new documents) – within the current time limit of 15 days from the approval date.

Author:
Małgorzata Gutorska
Company Specialist

How can we help?

TGC Company Law Department assists clients in preparation of documents related to the approval of financial year and submits financial statements and financial documents to the National Court Register.