A new step toward integration of EU commercial registers (Business Registers Interconnection System) and a shift to electronic format of data exchange is soon going live.
The newly introduced changes to the act on the National Court Register introduce new duties for the Polish companies. The new regulations are being introduced gradually, with a transition period commencing March 15th, 2018, second step going live October 1st, 2018 (electronic financial statements), and a final deadline of March 1st, 2020. The act implements provisions of Directive (EU) 2017/1132 of the European Parliament and of the Council of 14 June 2017 relating to certain aspects of company law.
What are the new requirements?
1. E-financials
First and foremost the companies registered in the National Court Register (KRS) shall submit their annual financials exclusively in electronic form. This includes financial statement, consolidated financial statement, annual statement of the board and report of the auditor.
The documents are to be submitted to the electronic document repository managed by the Minister of Justice. Filing the documents to the repository will replace separate submission to the registry court and the tax office.
The electronic submission of the documents will require e-signature of one of the persons that are members of representative body of the company or that is a partner in a partnership. Please note that a single e-signature will be sufficient even if the articles of association require joint representation.
There are two forms of e-signature that will be compliant with the new regulation:
- a certified electronic signature – a hardware solution that is legal equivalent of handwritten signature for most purposes:
- a trusted ePUAP profile – a software solution which can be used vis-à-vis authorities in a large number of administrative matters.
The first step of regulation going live (between March 15th and September 30th) will allow to submit e‑signed scans of the financial statements. From October 1st financials will need to be prepared electronically using logical structure of the file and file format according to the technical requirements provided by the authorities.Please note that the person e-signing the documents will need to have their Polish personal id number (PESEL) disclosed in the National Court Register. For the companies with the management board consisting entirely of non-Polish citizens the regulation will require additional steps to obtain PESEL number for at least one member of the board.
2. Additional disclosure duties
Starting March 15th, 2018 new disclosure duties are going live. Currently each company needs to disclose correspondence address for each member of the board. The regulation expands that requirement.
- the companies shall be obliged to update the correspondence address of the board member within 7 days of the change.
- the board members from outside of EU will be required to appoint an attorney for delivery purposes with an address in Poland. EU based board members may provide address in EU.
- the disclosure duty will apply to persons holding position in the entities that according to AoA of the company or law may nominate members of its statutory bodies.
Example:
The above duties need to be fulfilled at the next motion to the registry court but not later than within 18 months from the effective date of the amending act.
The adopted act also introduces other changes not covered by this alert. If you need assistance or further advisory with obtaining either form of electronic signature, PESEL registration or fulfillment of new disclosure duties please contact us!
