Numerous amendments to the Act on National Court Register came into force on 15 March 2018. They implement, among others, new rules on filing financial statements and oblige companies to file with the registry court statements on names and addresses for serving notices regarding (i) their representatives and (ii) entities' authorized to appoint the management board of Polish companies. Below please find a brief summary of the aforementioned amendments along with our recommendations thereto.

Filing financial statements

Starting 15 March 2018, financial statements must be filed electronically. The filing of a financial statement must be confirmed using either an electronic signature or an individual ePUAP profile (Electronic Platform of Public Administration Services) by at least one person disclosed in the commercial register as a representative of the company, who has a PESEL number (i.e. Polish national identification number) disclosed therein.

In the period between 15 March and 30 September 2018, financial statements may be signed by hand by Management Board members and filled in the form of scans – nonetheless the scans themselves must be confirmed by electronic signature or by individual ePUAP profile.

After 1 October 2018, financial statements must be prepared in an electronic form and signed accordingly.

Financial Statements will be placed in the electronic depository of financial documents on the Ministry of Justice's website and made available for review by any third party. Consequently, starting from 1 October 2018 there will be no need to separately file financial statements to the tax office.

National identification number (PESEL) – new requirement

In consequence of the requirement to electronically file financial statements, at least one member of the Management Board (or liquidator, bankruptcy receiver, or shareholder authorized to represent a partnership) is required to have a national identification number (PESEL), that has to be disclosed in the commercial register prior to filing the financial statement. A PESEL is essential to set up either an electronic signature or an ePUAP profile and filing a financial statement (i.e. only persons whose PESEL is disclosed in the commercial register may file financial statements).

Setting an ePUAP profile may be the most convenient option for a Polish national who already has a PESEL and may confirm his identity using for example his bank account when setting up a profile on an ePUAP platform.

In case there is no Polish national on the Management Board of the given company, there are two options to be considered. The first is to simply appoint a Polish national to the Management Board. Second is to acquire a PESEL from the local authorities. One may apply for a PESEL personally or by a third party acting on his/her behalf based on a power of attorney (Dentons already has experience in acquiring PESEL for foreigners). The second step would be either to set up an ePUAP account (this would involve additional identification procedures to be conducted personally) or purchase an electronic signature from an authorized provider.

Address for service of notices for representatives and shareholders

In accordance with the new regulations each new and current representative of the company (i.e. member of a Management Board, but also liquidator and commercial proxy) is obliged to file with the registry court a statement on the address for serving notices. Such a statement should be executed personally by each representative of the company. In regard to the current representatives of the company, such statements should be filed together with the first motion, which is to be filed to the registry court after 15 March 2018 – in any case not later than by 15 September 2019.

Moreover, under the amended law, each Polish company is obliged to file with the registry court information on names and addresses for serving the notices of entities authorized to appoint members of their Management Boards. If a shareholder authorized to appoint the Management Board is also a company - such information should include the names and addresses for serving the notices of the shareholder's management board members/directors authorized to represent thereof.

Any future changes on names and/or addresses for serving notices will need to be reported promptly to the registry court.

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The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.