Upcoming changes in signing of financial statements

The Sejm was submitted a bill amending the Accounting Act and certain other acts, which, among others, provides for modification of provisions relating to the principles of signing of financial statements.

Digitisation of registration procedure

In 2018, the process of digitisation of the registration procedure has begun. The first stage involved mandatory filing of financial statements in an electronic form – i.e., filing financial documents in the Financial Documents Repository. The final stage introduced in July this year consisted in an introduction of an obligation to submit all applications to the National Business Register in an electronic form.

Current regulations on signing of financial statements

In accordance with the currently applicable regulations (Accounting Act), financial statements should be signed by a person responsible for bookkeeping and by the manager of a reporting entity, and where the managing body is composed of several members – by all members of that managing body. The signature should be dated. A refusal to sign financial statements must be justified in writing, and the justification is attached to financial statements.

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 electronic signatures or ePuap trusted profiles. The lack of statutory guidelines regarding the order of signing such documents with different forms of signatures (e.g., some board members place ePuap trusted signatures, while others – qualified electronic signatures) or guidelines regarding the types and formats of electronic signatures, in practice, gives rise to many doubts. Arranging the signing of such a document is often not only time-consuming, but also may cause technical and organisational problems.

Changes to be introduced

The bill amending the Accounting Act and certain other acts provides that 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 provide 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 also a refusal to submit such a declaration should be prepared:

  • in an electronic form and provided 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.

Additionally, it should be noted that a refusal to sign a financial statement and a declaration that financial statement meets the requirements provided for in the act as well as a refusal to submit such a declaration, according to the proposed regulations, should indicate: the financial statement to which the above documents relate, in particular by stating the date and time when the financial statement was signed by the person who was entrusted with keeping accounting books. Those documents will be subject to filing with the appropriate court registry.

The legislator, in the justification to the bill, emphasizes that both signing of the financial statement and submission of the declaration result equal consequences in terms of the responsibility of the member of the governing body who, by signing the financial statement or submitting the declaration, confirms that the financial statement has been prepared in accordance with the requirements of the Act.

When will the new regulations become effective?

According to the bill, the above-mentioned provisions are to come into effect within 14 days of the act’s announcement in the Journal of Laws. However, it should be noted that these are draft regulations, and the final version of the regulations may differ from the regulations presented in the bill dated 3 September 2021.

How can we be of help?

The law firm D.Dobkowski sp.k. associated with KPMG supports its clients in the process of approving financial documents for the completed financial year, in particular by providing support in matters related to signing of financial documents, preparing management reports and approving financial documents, as well as their submission to the Financial Documents Repository.

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