Żelaznowski & Głowiński - Kancelaria Radców Prawnych

Dear Sirs,

We would like to draw your attention to the fact that due to the amendment to the Act on the National Court Register, from March 15th, 2018 the company’s financial documents that are subject to obligatory submission to National Court Register (i.e. financial statement, report on the entity's activity, report from the examination of the statement by a certified auditor, if needed, resolutions from the Annual Meeting), cannot be any longer submitted to the registry court in a traditional form (paper form KRS-Z30).

The transition from traditional financial statements to e-statements will take place in two stages:

TRANSITION PERIOD (from March 15th, 2018 to September 30th, 2018)

Submission of the financial statement to the National Court Register

1. financial statements submitted before September 30th, 2018 are still drawn up in the traditional form, but their submission to the National Court Register must be done electronically. It means that the financial statements should be prepared and signed as before, scanned, and then the scans have to be provided with a qualified electronic signature or ePUAP trusted profile by at least one member of the Management Board whose PESEL number is disclosed in the Register, or a partner authorized to represent a partnership, administrative receiver or liquidator. If the partner authorized to represent the partnership is not a natural person, the scans shall be provided with a qualified electronic signature or signature confirmed by a ePUAP trusted profile, by one natural person whose PESEL number is disclosed in the Register, entered as a member of the representation authority, receiver, liquidator of the partner or a partner authorized to represent a partnership which is a partner.

2. the above mentioned scanned documents should be submitted to the REPOSITORY OF FINANCIAL DOCUMENTS, available at: https://ekrs.ms.gov.pl/ icon: Free submission of financial documents. This application should also be provided with a qualified electronic signature or signature confirmed by ePUAP trusted profile, by at least one member of the Management Board whose PESEL number is disclosed in the Register, or a partner authorized to represent a partnership, receiver or liquidator. If the partner authorized to represent the partnership is not a natural person, the scans should be provided with a qualified electronic signature or signature confirmed by a trusted ePUAP profile, at least one natural person whose PESEL number is disclosed in the Register, entered as a member of the representation authority, receiver, liquidator of the partner or a partner authorized to represent a partnership which is a partner.

Attention!
The company’s financial documents cannot be submitted to the National Court Register by a professional attorney (legal advisor, advocate) as before or a registered proxy.

3. Electronic submission of financial documents via the website https://ekrs.ms.gov.pl/ icon: Free submission of financial documents, doesn’t require payment of any court fees.
4. In case of companies, whose Management Board consists of only foreigners without PESEL numbers, in order to submit the statements to the National Court Register:
a) at least one of the current Board members – foreigners should apply for PESEL number, register it in the National Court Register, and then apply for a qualified electronic signature or create ePUAP trusted profile;
b) appointment of a Polish citizen to the Management Board may be considered.

Summing up, from March 15th, 2018 in order to be able to submit a financial statement to KRS, a LLC company shall fulfill the following conditions:

 at least one member of the Management Board is obliged to have a PESEL number and this number has to be entered into the National Court Register;
 the same Management Board member is obliged to have ePUAP trusted profile or a qualified electronic signature.
Attention!
Despite significant changes in the law, the deadline for submitting financial documents in the National Court Register has not changed and is still 15 days from the date of approval of the annual financial statements (for companies in which the financial year is a calendar year - by 15/07/2018 at the latest), and failure to submit financial documents in the National Court Register is an offense punishable by a penalty of restriction of liberty or a fine.

Submission of financial statement to the Tax office
The financial statement for the period 01.01.2017-31.12.2017 should be submitted traditionally, in paper form, directly to the tax office.

FROM 1 OCTOBER 2018. - PREPARING AND SUBMITTING FINANCIAL STATEMENTS ONLY IN AN ELECTRONIC FORM.
1. from October 1, 2018, the company’s financial statements should be prepared in electronic form, in a logical structure and in the format made available in the Public Information Bulletin on the website of the office servicing the minister responsible for public finance (JPK) and provide with a qualified electronic signature or signature confirmed by the trusted ePUAP profile.

2. From October 1, 2018, companies will not be obliged to send statements separately to tax offices. After submitting the reports in the National Court Register repository, the reports will be automatically forwarded to the Central Tax Data Registry.

Should you have further questions, please contact Ms Anna Zrzelska.