Signing and filing of financial statements in Poland by commercial companies represented by foreigners

The recent changes in the area of financial reporting duties may cause problems for entities which are represented by foreign nationals and need to keep their books according to general rules (Polish: “pełna księgowość”), without exemptions. A foreigner who is an associate in partnership or a representative of a capital company, is obligated to sign a financial statement in electronic form. There are two options to do that: use a certified electronic signature or use his eGO profile (an electronic account created by a person to communicated with public administration – official channel of communication).

Certified electronic signature
When a foreigner decides to sign a financial statement using certified electronic signature, he needs to buy this tool for himself from any of authorized suppliers. To do that, he must personally appear in Poland and go through the identification procedure.

Obtaining of a PESEL number by a foreign national
Before a foreigner can sign off an electronic financial statement using eGO profile, he needs to have one. The problem is that creating an eGo profile for a foreigner requires PESEL number (personal identification number for Polish citizens and residents). This means that first step should be filing of a motion to ca ompetent administration office for PESEL number (this can be done by an authorized proxy and may be done strictly to perform financial reporting duties).

Creating and confirmation of an eGO profile
After being assigned a PESEL number, a foreigner can creates his personal eGO profile. The motion can be filed electronically via the Internet but the account has to be authorized in confirmation point in Poland or abroad (selected embassies and consulates). Authorization may also be conducted via Polish bank account (selected from those available on eGO site), if such foreigner has one.

eKRS system
Foreigner who had obtained a PESEL number and had authorized his eGO profile can now register in eKRS system. Through this system a foreigner can sign off a financial statement and he can also file it on behalf of an entity that he is representing and which is entered in the Entrepreneurs Register of the National Register Court (KRS). The important thing is, to act as a member of the representative body of an entity, a foreigner’s PESEL number must be recorded and disclosed in the National Register Court.

Summary
As you can see, there are a lot of obstacles and problems when it comes to fulfilling of the reporting duties by companies entered into the Entrepreneurs Register of the National Register Court whose representatives (i.e. Members of the Board, Partners) are foreigners. Successful completion of above mentioned obligations requires many activities such as: filing paper motions, creating electronic accounts, confirming identity and signing electronic documents. Without a professional help from a Polish specialist, this task may be difficult to deal with.

Damian Ludwiniak
lawyer