Dear Sir or Madam,
Due to the amendment to the Accounting Act (hereinafter referred to as the "Act"), as of January 1, 2022, the rules for signing financial documents of commercial companies, i.e. financial statements and management reports on operations, have changed.
Under the current wording, these documents should be signed electronically using a qualified, electronic, or trusted signature. In the case of partnerships, the signatures were required by the partners or general partners managing the partnership's affairs, while in the case of limited liability companies, all members of the management board were required.
This regulation was particularly burdensome for companies with foreign capital whose management boards included foreigners without a PESEL number. In the case of multi-person management boards, this required obtaining a qualified electronic signature for each foreign member of the management board, generating additional costs and organizational and technical difficulties.
Pursuant to the new wording of the Act in force from 1 January 2022, financial documents may be signed by only one member of the management board , which undoubtedly constitutes a great convenience for companies with multi-member foreign management boards.
However, exercising this option is contingent upon obtaining declarations from the remaining members of the management board that the financial statements meet the requirements specified in the Act. Therefore, a general rule has been introduced according to which signing the financial statements constitutes confirmation that they meet the requirements specified in the Act.
Declarations may be in both electronic and paper form with a handwritten signature, but the choice of paper form involves an additional obligation on the part of one of the persons signing the documents, being a member of the multi-person management board, to prepare electronic copies of these documents.
Refusal to submit this declaration is equivalent to refusal to sign the financial statements and requires a written justification. Both the declaration that the financial statements meet the requirements of the Act and the refusal to submit such declaration are attached to the financial statements.
It should be emphasized that the changes in question are not mandatory, and therefore it is still permissible to sign financial documents in accordance with the existing rules.
