New rules for filing financial documents with the National Court Register – obstacles for foreigners

6 July 2018

The rules for filing financial documents with the National Court Register (NCR) have changed following the entry into force of the act amending the National Court Register Act and certain other acts on 15 March 2018. At present, the following documents should be filed electronically using a dedicated on-line platform of the Minister of Justice:

• financial statements;
• auditor's report (if the statements have been audited);
• copy of a resolution or decision of the approving body on approving the annual financial statements and profit distribution or loss coverage;
• Management Report;

Generally, they should be submitted in the "Free filing of financial documents" procedure. To be able to submit the documents in that procedure you need to have a qualified electronic signature or a signature authenticated using the ePUAP trusted profile. The signature must belong to an individual who is a member of the body representing the company, a partner authorised to represent the partnership, a bankruptcy trustee or liquidator whose Polish personal identification number (PESEL) is disclosed in the register. If a partner authorised to represent the partnership is not an individual, the electronic qualified signature or the signature authenticated by the ePUAP trusted profile will have to be placed by an individual who represents such a partner, provided that the individual's PESEL number is disclosed in the register. The documents cannot be filed by a commercial attorney (prokurent) or an attorney.

At this point, we would like to point out a significant difficulty with filing the documents in that procedure by those who do not have a PESEL number.

To solve the problem, a foreigner can apply for such a number in Poland. Then, the foreigner having the PESEL number should apply for a qualified electronic signature or a signature authenticated by the ePUAP trusted profile. Only after the two above-mentioned steps are completed will he or she be able to submit the financial statements in the "Free filing of financial documents" procedure. Unfortunately, the procedure is offered in Polish only and this makes it another obstacle for non-Polish speakers. Of course we are happy to help you in applying for a PESEL number and obtaining a qualified electronic signature or authenticating the ePUAP trusted profile. An alternative to obtaining a PESEL number might be to use a foreign qualified signature. A foreign qualified signature of e.g. a management board member who is a German citizen and does not have a PESEL number could be considered sufficient on the basis of the principle of reciprocity.

At the same time, due to grey areas in the new regulations and the lack of consistent line of registry court judgements on the new laws, we believe that on-going professional legal assistance is a must. The new regulations are problematic and make the filing of financial documents with the NCR more difficult, especially for enterprises whose management board members or authorised representatives-partners are foreigners who do not have PESEL numbers.