Work is in progress on a bill amending the Accounting Act and other acts to make it easier to sign financial statements. This is good news for companies with multiple-member management boards.
What is the current situation?
Under Art. 52(2) of the Polish Accounting Act, financial statements must be signed by the person responsible for keeping the books of accounts and the head of the entity. If the entity is managed by a multi-member body, then the financial statements must be signed by all members of that body. Financial statements are prepared in electronic form and accompanied by a qualified electronic signature, a trusted signature, or a personal signature.
In practice, the current regulations may hinder the fulfilment of reporting obligations first of all in companies where members of the management board are foreigners. In such a situation, each person appointed to the management board is essentially forced to obtain a qualified electronic signature, as without it, he or she will be unable to effectively sign the financial statements. Obtaining electronic signatures for board members is usually a lengthy process, which may also pose technical problems, potentially resulting in failure to meet the deadlines for preparing financial statements provided for in the Accounting Act.
Considering the practical problems related to the obligation of signing financial statements by all members of the management board, the proposal would simplify this procedure. Art. 52 of the Accounting Act would be amended by, among other things, introducing the possibility for electronic financial statements to be signed by only one member of the management board. Before signing, the other members of the board would have to declare that the financial statements meet the requirements of the Accounting Act.
Significantly, this declaration could be made in paper form (signed by hand). If board members lacking a qualified electronic signature choose to make this declaration in paper form, then a board member with a qualified electronic signature will be required to produce a digital reproduction of such declarations (e.g. in pdf format) and then confirm their authenticity by affixing his or her own qualified electronic signature or trusted signature.
However, it does not appear from the draft that it is solely the responsibility of the board member signing the financial statements to prepare a digital reproduction of such declaration. The proposal refers to a person signing the financial statements, and such persons are the person who is entrusted with keeping the books of accounts and a member of the management board. The proposed amendment would also constitute an exception from the requirement of cooperation by several members of the management board in companies where joint representation applies (unlike, for example, in the case of signing notifications to the Central Register of Beneficial Owners, where the notification must be signed in accordance with the rules for representation of the company).
These rules would also apply to the signing of companies’ annual management reports.
Evaluation of proposals
The proposed changes should be assessed positively. Eliminating the need for all members of the management board to sign financial statements with qualified electronic signatures will make it easier for companies to meet their annual reporting obligations under the Accounting Act, especially in companies with a large number of board members and frequent changes in personnel, particularly during the periods set for preparation of financial statements.
Łukasz Śliwiński, attorney-at-law, Marika Grzybowska, M&A and Corporate practice, Wardyński & Partners