1. The new rules for the preparation and submission of financial statements (effective date: 15.03 - 01.10.2018)
- From 15 March 2018, balance sheets and profit and loss accounts can only be submitted to registry courts in electronic form.
- During the transitional period from 15 March to 30 September 2018, it is still possible to submit scans of the paper versions of the abovementioned documents.
- From 1 October 2018, financial statements will only be accepted if prepared in electronic form and signed with a qualified electronic signature, or with the signature of a trusted ePUAP profile.
- The application can only be submitted by a person holding a PESEL number and who represents the given entity. It will not be possible to submit the application via an attorney-in-fact.
- Financial reports submitted for 2018 must be prepared in the SAF-T (JPK) format. The technical details will be specified in the separate regulation.
There will be changes in the provisions of the Act on Expert Auditors, Audit Firms, and Public Supervision, in relation to the implementation of electronic financial statements.
2. Obligatory information on the addresses of persons representing entities, commercial proxies, liquidators, or persons authorized to appoint management boards (effective date: 15.03.2018)
- Companies are obliged to provide the delivery addresses for persons representing entities, liquidators, or commercial proxies. Companies are also obliged to update information on any changes to these addresses.
- From 15 March 2018, companies are also obliged to provide delivery addresses for persons or members of a body, who are in charge of the appointment of the management board (i.e. shareholders, or members of the supervisory board, etc.).
- In case if the delivery address of the above-mentioned people is located outside of the EU, it is obligatory to indicate the agent for deliveries in Poland.
- The abovementioned information should be updated for existing companies together with the first application submitted to the registry court after the change of regulations, but no later than 15 September 2019.
Article 133 § 2c of the civil law procedure has been added as a result of the amendment to the Act on the National Court Register. According to this article, pleadings or rulings for persons representing entities entered into the National Court Register (as well as for liquidators, commercial proxies, members of bodies, or persons authorized to appoint a management board) will be delivered to the delivery address indicated in the National Court Register.
3. Changes in enforcement proceedings (effective date: 15.03.2018)
- The amended enforcement proceeding concerns situations in which: (i) compulsory documents have not been submitted (the existing regulation), and (ii) the legal person does not have a body, or there are deficiencies causing an inability to act (the new regulation).
- The court can call those persons authorized to appoint members of corporate bodies to appoint this body, or to eliminate the deficiencies which cause the inability of the body to act. Failure to respond to the call will result in a fine.
The fine is limited to PLN 10,000 (USD 3,000). The overall sum of fines for a single infraction cannot be greater than PLN 1,000,000 (USD 300,000).
4. Changes in the institution of a court appointed administrator (effective date: 15.03.2018)
- The court will be able to appoint an administrator, not only in the absence of the corporate body of the entity, but also in the case of any deficiencies in its composition that would cause a failure in its proper representation.
- The court appointed administrator will have the power to represent the entity and conduct its activities, as well as, as has been the situation so far, take steps to immediately establish the bodies of the legal person, or if necessary, take steps to conduct liquidation.
- Supervision over the administrator will be carried out by the court which appointed the administrator.
- The institution of registry administrator has been abolished.
- Article 69 of the civil law procedure has been amended. The new regulation states that, upon the request of the opposing party, the Court appoints an administrator for a legal person or an organizational unit when there are deficiencies in its body that prevent its ability to represent itself. In certain justified cases the court can also, by virtue of the court’s position, appoint an administrator for a legal person or an organizational unit. The administrator is authorized to carry out all necessary activities connected with the case.
5. Creation of the Central Repository of Electronic Records of Notarial Acts (effective date: Q2 2018)
- The amendment to the Act on the National Court Registers introduces the mechanism of the creation of the Central Repository of Electronic Records of Notarial Acts. This register will be maintained electronically for the purpose of archiving notarial deed extracts.
- When registering changes in the National Court Register, only the indication of the notarial deed number will be required. The documentation workflow will take place directly between the registry court and the public notary.
6. Required qualified electronic signature, or ePUAP profile (effective date: 2018 - 2020)
- Due to the complete digitalization of the registration procedure, each entrepreneur will, in actuality, be obliged to have a confirmed ePUAP profile, or a qualified electronic signature.
- The new version of article 126 § 5 of the civil law procedure, states that documents submitted via the ICT system should be signed with a qualified electronic signature, or a signature confirmed by a trusted ePUAP profile.
7. Online access to registration files (effective date: 2018 - 2020)
- Completed registration files will be available via the Internet platform; currently, registry files are accessible in the reading room of the registry court. Details regarding access to the files will be regulated in the implemented rules.
Registration files submitted after 1 March 2020 will only be available in electronic form.
8. Full digitalization of the National Court Register by the 2020 (effective date: 01.03.2020)
From 1 March 2020, all applications to the National Court Register must be submitted via the ICT system.