New rules of filing financial statements to the National Court Register
On 12 February 2018 the President signed changes to the Act (the “Act”) on the National Court Register (“NCR”). It introduces substantial amendments in filing financial statements to the NCR, which will be in force as of 15 March 2018:
- financial statements must be filed exclusively via the ICT system maintained by the Minister of Justice;
- it will no longer be possible to file statements in paper form – only electronically;
- a simplified procedure for preparing and filing statements will apply until 30 September 2018 (the “transitional period”):
· a company will prepare the statements as it has been doing up to now,
· after signing them, in accordance with the rules to date, the company will scan the statements and create an electronic copy,
· the copy will be signed in accordance with the rules stated below,
· the company will include the statements together with other documents in a repository of financial documents,
- as of 1 October 2018, financial statements will only be able to be prepared electronically.
At the moment the ICT system has not yet been set up.
Rules of signing financial statements
Financial statements intended for the repository of financial documents will be reported according to the following rules:
- statements must contain a qualified electronic signature or a signature confirmed by an ePUAP profile;
- the signature is placed by at least one person (no requirement to observe representation rules), whose PESEL (personal ID number) has been entered in the NCR, and who holds the function of a member of a body authorised to represent the company (e.g. Management Board, partner of a private partnership, official receiver, liquidator).
The aforementioned actions cannot be performed by an attorney ad litem appointed by a company.
The new rules could entail difficulties in filing statements, e.g. for companies whose entire Management Board members are foreigners and do not have PESEL numbers. In such cases it might be necessary to apply to the appropriate district authority for a PESEL number to be granted to a foreigner. Such appropriate authority is the one for Warsaw Śródmieście, if a foreigner is not registered for permanent or temporary residence in Poland and is not employed in Poland.
The application for a PESEL number must contain:
- name and surname, gender,
- date and country of birth, a country of residence,
- information that getting it is necessary to meet the requirements of the Act.
A photocopy of a document confirming the foreigner’s identity must be attached to the application. The application can be filed by an attorney.
Information on obtaining an electronic signature and creating an ePUAP trusted profile is available online at https://www.biznes.gov.pl.