From 15 March 2018 the submission of documents relating to the approval of financial statements to the National Court Register is only possible in electronic form, and the procedure for submitting those documents depends, inter alia, on whether the persons authorised to represent the entity are natural persons with a PESEL number.
Attention!
The new rules for reporting and financial documents also apply to other financial years than the year 2017!
A professional proxy (e.g. legal counsel, attorney) or an accounting officer cannot fulfil the obligation to submit financial documents to the KRS for the head of the unit. Let us remind you that the head of the unit according to the Accounting Act are all members of the board or partners in the company's affairs.
In particular, it is not possible to replace a statement by a board member or a partner who does not have a PESEL number (and therefore does not have an ePUAP) or a qualified electronic signature (a former secure electronic signature verified with a qualified certificate).
New Article 19e National Court Register Act
The Act amending the KRS Act and some other acts were added to the KRS Act Article 19e. As per content section 1:
Submission of the documents in question under Article 69 Act dated 29 September 1994 the accounting shall be notified through the electronic system made available for this purpose by the Minister of Justice .
Provision Article 69 The Accounting Act concerns documents such as:
- (a) annual accounts,
- (b) a test report, if it has been tested,
- (c) a copy of the resolution or order of the authorising authority to approve the annual accounts and to distribute the profit or loss,
(d) if necessary, an activity report.
This notification is free of charge, does not require a form KRS-Z30, However, it requires an account in the system S24. Until 30 September 2018 a copy of the documents may be accompanied.
These documents should be signed in accordance with Article 52(2) Accounting Act (signatures of persons drawing up financial statements and all members of the bodies or members entitled to represent).
They should then be scanned and labelled with a qualified electronic signature or signed with a confirmed ePUAP trusted profile at least one a natural person whose PESEL number is disclosed in the Register and who is at the same time a member of the body or of a member entitled to represent the entity.
Such notification shall be automatically verified through the electronic system. In the event of a positive verification, the submitted documents will be placed on the server that supports the newly created Financial Documents Repository (RDF) and will be made available free of charge by the Central KRS Information through publicly accessible IT networks. In the KRS in section 3 there will be an automatic entry of the reference to the submission of financial documents.
Individuals with the PESEL number disclosed in the KRS
If the persons who are members of the body or members entitled to represent the entity are natural persons with the PESEL number disclosed in the KRS, the procedure for submitting financial documents shall be one- or two-stage, according to the order of the operations described below.
If the member entitled to represent is a legal person, then the document shall be signed by a natural person who is a member of the body or a member entitled to represent that legal person, its liquidator, its syndik, holding the PESEL number.
First stage – repository of financial documents
Documents to be reported to RDF via the IT system on the website https://ekrs.ms.gov.pl (eKRS).
We choose Option: “Free reporting of financial documents”.
And then we log into the system (left, upper corner).
If we don't have an account, we have to set it up. To do this you should go back to the eKRS homepage and select the “cable” S24. After creating an account, we have the possibility to report financial documents free of charge and access the portal S24.
All functions related to account management (change of password, change of email address, delete account, etc.) are available in the “My Account” tab on S24, to which we can enter from the home page of the eKRS portal.
After authorization, the following image appears:
We choose the option “Preparing and submitting applications” then “Add notification” and “Registering new application” – this is where we enter the number of the KRS. At this point, information on the company and a list of persons, at least one He can sign the application.
Next, we choose the name of a member of the board or a member entitled to represent, who makes a notification.
There's still nothing left but to attach the documents.
Look out!
Each document is downloaded separately, so each document should be scanned to the PDF file separately. Therefore, you should prepare a folder in advance where we will place the relevant documents.
There is a technical limit on the capacity of each attachment and the system displays information about its actual size (a single file cannot exceed 5 MB and all files must not exceed 30 MB).
If the attachment exceeds the allowed capacity, a message appears suggesting a scan of the report in lower resolution, and if this is not possible, a request for contact with the administrator (the electronic address to which the notification is to be sent is indicated).
The person submitting the documents must also confirm that the document is/is not signed by the head of the entity in accordance with the provisions of the Accounting Act (the original of the document was signed by the head of the entity in accordance with the Accounting Act), we click Yes or No).
Second stage – application to the National Court Register
In case of negative verification i.e. not accept documents to the RDF, the applicant shall submit the financial statements in electronic form only on the portal S24 on the basis of existing rules i.e.
in paid form (140 PLN) application to the KRS using the form KRS-Z30 the entry in the register of traders in the references to the submission of these documents (written and signed as above).
After the Registry Court has issued a decision on the entry of a reference in section 3 KRS will transfer electronic financial documents to RDF - they will be made available free of charge by Central KRS information through publicly accessible IT networks.
Financial statements submitted by companies represented by foreigners
If only natural persons without a PESEL number are members of the body or members entitled to represent the entity (i.e. foreigners) the procedure for submitting financial documents is one step.
In the above case, the financial documents cannot be submitted to the RDF, which makes it impossible to verify the PESEL number. They can only be submitted electronically on the portal S24 on the basis of existing rules i.e.
in paid form (140 PLN) application to the KRS using the form KRS-Z30 an entry in the register of traders in references to the submission of those documents.
After the registration court has issued a decision on entry in section 3 KRS will transfer electronic financial documents to RDF - they will be made available free of charge by Central KRS information through publicly accessible IT networks.
Of course, it should be remembered that any foreigner wishing to use the free submission of financial documents to the National Court Register may apply to the competent authority for a PESEL number, in accordance with the Act of 24 September 2010 on population records (Journal of Laws of 2017, item 657 as amended).
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Additional information on the amendment and the establishment of the Financial Documents Repository can be obtained on the website of the Ministry of Justice: https://ekrs.ms.gov.pl/
Problems in the operation of the application should be reported at: 71,748 96 00 inw. 4
Information collected for you by employees of the Kraków office Russell Bedford.