Introduction
As we enter the financial reporting season, I invite you to read the first post in a series dedicated to the reporting obligations related to the closing and settlement of the financial year by commercial companies. Learn who must sign financial statements in Poland, the legal requirements for electronic signatures, and key deadlines for approval and filing with the KRS.
Who should sign the financial statements?
As a reminder, since October 1, 2018, detailed rules for signing financial statements have been in force in Poland.
According to the Accounting Act, financial statements must be prepared in electronic form (XML format). The document must be signed by:
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the head of the entity, i.e., each member of the management board holding office on the day the financial statements are prepared, and
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the person responsible for maintaining the accounting records (e.g., the chief accountant or accounting firm).
In the case of a multi-member management board, the financial statements should be signed by all management board members holding office on the date of preparation.
All signatures must be provided using:
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a qualified electronic signature (compliant with the eIDAS regulation),
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a trusted signature (ePUAP), or
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a personal signature (contained on the electronic ID card).
As of January 1, 2022, it is also possible for the financial statements to be signed by only one member of the management board. In such case:
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the remaining management board members must submit a written statement confirming the compliance of the financial statements with the Accounting Act, or
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provide a justification for refusing to sign the financial statements.
Importantly, such statements:
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do not require a qualified electronic signature (or any advanced electronic signature),
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may be submitted in standard written form.
This solution is particularly useful for companies whose management board includes foreign nationals, as it simplifies the signing process and reduces the requirement for all board members to hold a qualified electronic signature or trusted profile.
When to sign and when to approve the financial statements?
The date of preparation of the financial statements does not have to coincide with the last day of the financial year (e.g., December 31), but should fall no later than three months after the balance sheet date.
If the balance sheet date is December 31, 2024, the financial statements must be prepared by March 31, 2025 at the latest.
The date entered on the financial statements (e.g., March 20, 2025) is considered the date of preparation.
The date of approval of the financial statements is the day on which the ordinary shareholders’ meeting (in a limited liability company) or the ordinary general meeting (in a joint-stock company) passes a resolution approving the statements (e.g., June 11, 2025). Approval should take place no later than six months after the balance sheet date.
When to file the financial statements?
The financial statements must be filed with the National Court Register’s Financial Documents Repository (RDF) within 15 days of the resolution approving the statements.
The filing may be made by a person authorized to represent the company in accordance with its rules of representation or by an attorney based on a declaration of authority to act on behalf of the company.
If the documents attached to the RDF filing were not electronically signed, the submission can only be signed using a Trusted Profile (ePUAP).
Note: Failure to file the approved financial statements with the RDF within the deadline is subject to sanctions, and the responsibility lies primarily with the members of the management board.
Summary
The current season for approving and submitting financial statements is a reminder of the key obligations of company management boards. Financial statements must be prepared in XML format and signed using one of the available advanced electronic signatures: a qualified electronic signature, a trusted signature (ePUAP), or a personal signature (e-ID).
In the case of multi-member management boards, the statement should be signed by all board members. However, since 2022, it has been possible for the financial statement to be signed by just one board member, while the remaining members may submit written declarations. This significantly simplifies the procedure, especially for foreign directors.
The financial statement must be prepared no later than 3 months after the end of the financial year (e.g., by March 31, 2025, for the year ending December 31, 2024), and approved no later than 6 months after the balance sheet date.
The company has 15 days from the date of approval to submit the statement to the Financial Document Repository (RDF). It is important to note that the submission can only be signed by individuals authorized to represent the company or by an appointed proxy.
If you have any questions regarding the signing or submission of financial statements in Poland, feel free to get in touch — I’ll be happy to walk you through the process step by step.
