Under Article Article 15zzh(1). Act dated 2 March 2020 specific prevention, prevention and eradication solutions COVID-19, other infectious diseases and the resulting crisis situations (hereinafter ‘Law on COVID-19”) Regulation of the Minister of Finance was issued dated 31 March 2020 on the determination of other time limits for the performance of records and for the preparation, approval, making available and transmission to the relevant register, unit or body of reports or information (Journal of Laws of 2020, item 570, hereinafter referred to as ‘the Regulation’), which postpones the deadlines for the submission and transfer of financial statements.
Modification of deadlines and submission of accounts
According to section 3 section 4 Regulations time limits for drawing up annual accounts and other reports (52 section 1 and 3 Accounting Act dated 29 September 1994, Journal of Laws, item 591, hereinafter referred to as the ‘Accounty Act’ and the deadline for the approval of annual accounts (Article 53(1) The Accounting Act) is extended by 3 months, and in the case of undertakings operating to which the provisions of the laws in question apply under Article 1(2) Act dated 21 July 2006 on supervision of the financial market, o 2 months.
This means that in the case of a company which does not carry on activities to which the laws in question apply under Article 1(2) Act dated 21 July 2006 the supervision of the financial market and the financial year ending at the end of the calendar year, the company will be required to draw up the financial statements to 30 June 2020 However, the financial statements will have to be approved to 30 September 2020 If the company has already prepared financial statements before the date 31 March 2020, (i.e. in accordance with the original deadline), will have the right to approve the financial statements by the end of September.
What about the Ordinary Shareholders' Meetings and the Ordinary Monetary Meetings
According to Article 231 and Article 395 Act dated 15 September 2000 Commercial Companies Code (Journal of Laws, item 1037, i.e. dated 22 February 2019 (Journal of Laws of 2019, item 505, hereafter as ‘k.s.h.’), the ordinary meeting of shareholders or the ordinary general meeting should take place within the time limit six months after the end of each financial year.
The agenda of the ordinary meeting of shareholders or the ordinary general meeting shall be indicated under Article 231(2) k.s.h. and Article 395(2) k. s.h. and includes, inter alia, the consideration and approval of the financial statements for the previous financial year.
The examination and approval of the accounts for the previous financial year may be held only at the ordinary meeting of shareholders. Consequently, it is unacceptable to adopt resolutions in these cases at an extraordinary meeting of shareholders[1].
The Act on COVID-19 regulated the issue of ordinary meetings of partners and ordinary general meetings under Article 15zzh(2) This bill. According to the above-mentioned provision, where the dates of meetings of the approval authorities set out in the specific rules are before the date of approval of the accounts set out in the Regulation, the meetings of the approval authorities shall take place within the time limit set in the Regulation.
Consequently, both the ordinary meeting of shareholders and the ordinary general meeting may be convened this year at the latest by 30 September 2020 (in the case of companies which pursue an activity to which the provisions of the laws in question apply under Article 1(2) Act dated 21 July 2006 on the supervision of the financial market prior to that).
[1] Commercial Companies Code. Commentary, Zbigniew Jara, Legalis 2020
Author: Hanna Żołnierkiewicz
Lawyer in the Legal Department. From 2017 associated with Russell Bedford Dmowski & Partners Law Firm Sp.k. He has experience in legal services to entrepreneurs in terms of merger, division and transformation of companies, bankruptcy, restructuring and capital market law. He conducts the day-to-day handling of commercial law companies, including drafting corporate documentation, both in Polish and English. He also represents clients before the general courts in economic and civil law cases.