New requirements for Polish companies

Warsaw, Poland, 14 November 2018

A new relevant development toward integration of EU commercial registers and a shift to electronic format of data exchange is soon going live in Poland.

The new regulations are being introduced gradually, with a transition period and effective implementation that occurred on October 1st, 2018 (electronic financial statements), and a final deadline of March 1st, 2020. The act implements provisions of Directive (EU) 2017/1132 of the European Parliament and of the Council of 14 June 2017 relating to certain aspects of company law.

E-financials

The most effective modification is that the companies registered with the National Court Register shall submit their annual financials exclusively in electronic form. This includes financial statement, consolidated financial statement, annual statement of the board and report of the auditor.

The documents are to be submitted to the electronic document repository managed by the Minister of Justice. The submitted documentation will be executed through a certified electronic signature that is legal equivalent of handwritten signature as detailed in the regulations.

Additional disclosure duties

Currently, each company needs to disclose correspondence address for each member of the board. The regulation expands that requirement allowing that the companies shall be obliged to update the correspondence address of the board member within 7 days of the change while the board members from outside of EU will be required to appoint an attorney for delivery purposes with an address in Poland (EU based board members may provide address in EU).

The disclosure duty will apply to persons holding position in the entities that according to constitutional documents of the company or law may nominate members of its statutory bodies.