Changes in signing of financial statements

On 23 November 2021, the Act of 14 October 2021 amending the Accounting Act and certain other acts was published in the Journal of Laws (Dziennik Ustaw), which, among others, provides for modification of provisions relating to the principles of signing of financial statements.

Digitisation of registration procedure

In September we informed you that legislative work on amendments to the Accounting Act regarding the method of signing financial statements had begun. The amendment to the Accounting Act introduces new solutions consisting in the possibility of signing financial statements by only one member of the management board entered in the National Court Register. Below we present the rules regarding the signing of financial statements that will be in force from 1 January 2022.

Current regulations on signing of financial statements

We would like to remind you that in accordance with the current provisions of the Accounting Act, in the event that a reporting entity is managed by several persons, the financial statements should be signed by all the members and by the person responsible for keeping the books of account. In practice, this means that in case the management board consists of several persons, each member of the management board is required to sign financial statements. This obligation is particularly inconvenient for board members who are foreigners and do not possess personal signature or ePuap trusted profiles.

Rules for signing financial statements from January 2022

Under the new regulations, financial statements are to be signed by:

  • a person responsible for bookkeeping, and
  • a manager of a reporting entity, and where the managing body is composed of several members – by all members of that managing body or one person who is a member of this body, in the manner described below, and a refusal to sign will require a written justification attached to financial statements.

Where an entity manager is a body composed of several members, under the proposed regulations, financial statements may be signed by one of that body’s members after the other body members make declarations that financial statements meet the requirements provided for in the act. A refusal to make such a declaration will be equivalent to a refusal to sign financial statements and will require a written justification to be attached thereto.

A refusal to sign financial statements, a declaration that financial statements meet the requirements provided for in the act and a refusal to submit such a declaration should be prepared:

  • in an electronic form and appended with a qualified electronic signature, trusted signature (e-Puap) or personal signature, or
  • in a paper form with a handwritten signature.

If the above documents have been drawn up in a paper form bearing a handwritten signature – one of the managing body members who signs financial statements will be required to ensure that electronic copies of those documents are made.

The aforementioned provisions apply accordingly to financial statements other than annual ones (drawn up in accordance with article 12 of the Accounting Act) and reports on the entity’s activities, as well as reports on payments and consolidated reports on payments, except that the latter three are not signed by the person responsible for bookkeeping.

The new rules regulating the signing of financial statements take effect on 1 January 2022, except for the financial statements, the management report, the consolidated financial statements and the group management report

  • approved before 1 June 2022,
  • to which there were prepared a refusal to sign or a declaration that financial statements meet the requirements of the Act, or a refusal to make such a declaration, in accordance with the amended provisions referred to above.

Such documents should be filed with an appropriate registry, along with all required attachments, between 1 June 2022 and 15 June 2022.

The information contained in this publication is of a general nature and does not relate to the situation of any specific company. Due to the speed of changes in Polish legislation, please ensure that the information contained in this publication is still up-to-date on the date you read it. We recommend that you consult our advisors before making any specific decisions.