Poland: On 1 January 2022, an amendment to the Accounting Act entered into force, simplifying the rules for signing financial statements
Under the regulations in force until the end of 2021, financial statements , as well as the management report, had to be signed electronically (with a qualified electronic signature, or a Profil Zaufany signinig service) by all members of the board of directors, and financial statements additionally by the person responsible for keeping the company books.
This requirement caused complications for management boards of companies with foreign nationals in their composition, especially those without a PESEL number. This made it necessary for them to obtain a PESEL number and register for a Profil Zaufany signing service or acquire software and a device to sign documents with an electronic signature compliant with the standards set by the EU eIDAS Regulation.
The amendment to the Act introduces facilitations regarding the signing of financial statements in entities headed by a multi-member body. From the beginning of 2022, financial statements can be signed:
- by the person to whom the accounts have been entrusted and all members of the management (i.e. in accordance with the rules applicable hitherto), or
- by the person entrusted with keeping the accounts and at least one member of the management board
It has to be emphasised that the signing of financial statements by only one member of the management board is conditional on the other persons making declarations that the financial statements meet the requirements provided for in the Act, or refusing to make such declarations.
The same rules apply to the signing of the activity report, except that it will not be signed by the person entrusted with keeping the accounts.
What form should the declaration replacing the previously used e-signature take?
Under the new provisions, a declaration that the financial statements meet the requirements of the Act, or a refusal to make such a declaration, or a refusal to sign the financial statements, may be:
- made in electronic form and signed electronically (qualified electronic signature, Profil Zaufany signing service), or
- on paper and bearing the handwritten signature of the person drawing up the document
Where these documents are drawn up in paper form, the member of the board of directors signing the financial statements must ensure that electronic copies of those documents are made. These must be attached to the financial statements and must be filed with the court of registration. In addition, they will be subject to a retention obligation for a period of at least 5 years, starting from the beginning of the year following the financial year in which the financial statements were approved. The statement should identify the financial statements to which it relates by indicating the date and time when they were signed by the person entrusted with keeping the accounts.
Source: Act on accounting, J.L. 1994 No. 121, item 591, consolidated text J.L. 2021, item 217