A change regarding financial statements singing procedures in 2022

With the start of January 1, 2022, there have been significant changes regarding the signing procedures of financial statements. The amendment to the Accounting Act makes it possible for people who are part of multi-member boards managing their business entity.

Until recently, all financial statements had to be signed electronically (with a qualified electronic signature, confidential signature or personal signature) by the head of the business entity, and additionally they had to be signed by the person responsible for bookkeeping in the company.

The head of the entity within the meaning of the Accounting Act are:

Members of the management board of limited liability companies (in the case of a multi-member structure, these are all members of the management board).
Partners managing affairs of a civil law partnership and an unlimited partnership.
Partners managing affairs of a partnership or its management board.
General partners managing affairs of limited partnerships and limited joint-stock partnerships.

Until recently, when a company was managed by a multi-member board, each member of the board was obliged to sign the financial statements.

Such a requirement concerning signing procedures of the financial statements resulted in many difficulties, especially in the case of multi-member boards, especially when foreigners without PESEL numbers were part of the said boards.

Signing procedures of the financial statements after January 1, 2022.

The amendment introduces the provision of paragraph 2b to Article 52 of the Accounting Act, according to which, if the company has a multi-member management body, the financial statements are to be signed at least by one person who is a member of this body.

NOTE: This change requires, however, several conditions to be met:

The other members of the management body must make declarations that the financial documents comply with the requirements which are provided for in the Act.

The declarations should be prepared in the following forms:

electronic form with a qualified electronic signature, confidential signature or personal signature

in a paper form with a handwritten signature.

In the event of refusal to make such a statement, a written justification of the said refusal to make such a statement will be required.

Electronic copy of the declarations

If the aforementioned statements are prepared in a paper form and bear a handwritten signature, then a board member who has signed financial documents electronically shall ensure that electronic copies of those documents are made.

The statement should be attached to the financial documents.

It is still acceptable for financial documents to be signed by all board members.

Note!

The change also applies to the deadline for submitting financial statements to the Head of the National Revenue Administration. The previous deadline of 10 days counted from the approval date of the annual financial statements is elongated to a period of 15 days.

Legal basis:
– article 52 and Article 13.3 of the Act of 29.09.1994 regarding accounting (Journal of Laws of 2021, item 217 as amended),
– article 27.2 of the Act of 15.02.1992 regarding of the corporate income tax (Journal of Laws of 2021, item 1800, as amended).