New rules of signing financial statements

In connection with the entry into force of the Act of 14 October 2021 amending the Accounting Act and certain other acts (Journal of Laws 2021.2106 of 2021.11.23) changes have been introduced in the manner of signing financial statements by members of the management board of capital companies (i.e. Article 52 of the Accounting Act of 29 September 1994)

The Legislature, has introduced a simplified procedure for signing financial statements, in which it will not be required to sign the financial statements by all members of the management board

This procedure may be applied from 1 January 2022. It introduces the possibility of signing the financial statements by the person who keeps the accounts and the member of the management board, and if a capital company is managed by a multi-member board (several members of the management board) – all members of the management board or at least one person who is a member of the management board.

If a capital company is managed by a multi-member management board, the financial statements may be signed by at least one person who is part of the management board, whereas:

1. the Act requires the other members of the Management Board to submit a statement that the financial statements meet the requirements provided for in the Act or submit a refusal to make such a statement, together with the reasons for such refusal. Refusal to submit the above-mentioned statement is understood as a refusal to sign the financial statements.

• the statement referred to in point 1, or the refusal, must be attached to the financial statements, which are subject to submission to the National Court Register;
• the content of the refusal to sign the financial report, or the statement referred to in point 1 or its refusal must contain the designation of the financial statements to which these statements relate, in particular by indicating the date and time of signing the financial statements by the person who keeps the accounts

refusal of signature of the financial report, statement referred to in point 1 or its refusal shall be drawn up in electronic form and signed by a qualified electronic signature, trusted signature or personal signature. It is possible to prepare the above-mentioned statements in paper form with a handwritten signature, whereby one of the members of the of the management board, who signs the financial statements, shall ensure that electronic copies of these documents are prepared.