From 1 April 2019 professional attorneys-in-fact may file financial statements with the National Court Register, pursuant to an amendment to the National Court Register Act which comes into effect on that day, introduced by the Act of 6 December 2018 on the National Register of Debtors (Journal of Laws of 2019, item 55).
Note that, in accordance with the regulation which came into force on 15 March 2018, in order to file financial statements via the so-called Financial Documents Repository, which is a free-of-charge electronic system maintained by the National Court Register, at least one member of the management board of a company (or the partner authorised to represent a partnership, in the case of partnerships) was required to have a personal identification number (PESEL) and to have this personal identification number disclosed in the National Court Register. This restriction posed numerous problems for companies whose management board consisted exclusively of foreigners.
Thus, the new regulations close a loophole which prevented professional attorneys-in-fact from carrying out the above activities. In practice, they were able to file financial statements on behalf of their clients only via the S-24 system, which is a paid service, but in light of the radical wording of the regulations adopted in 2018, such practices could be called into question.
Consequently, as of 1 April 2019, persons authorised to file financial statements on behalf of a company will now also include advocates, attorneys-at-law and those foreign lawyers whose details have been provided to the courts and the Ministry of Justice by the National Council of Attorneys-at-law and the National Bar Council, and whose personal identification numbers (PESEL) are disclosed in the relevant registers maintained by the aforementioned self-regulatory bodies.
However, this amendment has no impact on the existing obligation that financial statements and reports on the company’s operation shall be signed by all members of the company’s management board, by way of a qualified electronic signature or a signature made via a trusted profile in the ePUAP system. Still, this amendment will make things much easier at a later stage when, following the approval of the relevant financial documents by a competent corporate body, the members of the management board will be able to entrust a professional attorney-in-fact with the submission formalities.
It is also recalled that, on 12 January 2019, the right to file financial documents with the Financial Documents Repository without charge was also granted to commercial proxies and administrators in restructuring proceedings, who, along with professional attorneys-in-fact, were overlooked in last year’s amendments to the National Court Register Act of 15 March 2018. What’s more, on the basis of the current wording of Article 19a(2) of the National Court Register Act, it is possible to conclude that financial statements may also be filed with the National Court Register free of charge by the authorised representatives of branches of foreign companies.
Should you have any questions, doubts, or concerns concerning the amendment, please contact our company law and corporate governance department.