Businesses operating in the form of commercial law companies are reminded that the statutory deadline for approval of the financial statements for the year 2022 out 30 June 2023!
It is worth mentioning that in previous years two years, due to the emergency situation introduced, the legislator has allowed this reporting obligation to be fulfilled at an extended deadline, i.e. by additional 3 months (30 September). However, in order not to lull the vigilance dictated by action in years 2021 and 2022, we remind you that in 2023 there is a return to the statutory deadline. As a result, for the final reporting deadlines for 2022, where the financial year of the entity is equal to the calendar year, the following shall be adopted:
- 31 March 2023 – drawing up the accounts
- 30 June 2023 – approval of the accounts
- 15 July 2023 – submission of financial statements in the relevant court register
How to approve financial statements in sp. z o.o.?
The financial statements should be approved no later than the deadline 6 months from the balance sheet date. Not later than one day 30 June 2023 The board must convene an ordinary meeting of partners.
According to Article 238 k.s.h. the meeting of partners shall be convened by registered letters or mail, sent at least two weeks before the date of the meeting of partners.
Instead of a registered letter or consignment sent by courier mail, the notification may be sent to the partner for electronic service or by e-mail if he has previously given his written consent, giving the address to which the notification should be sent.
In this notice, the Management Board shall indicate the date, time and place of the meeting and the detailed agenda.
The notification must be sent by the Management Board to all shareholders, to their residence addresses or, respectively, to the electronic delivery addresses in the book of shares.
In the event that the meeting of shareholders is carried out using electronic means of communication, the Management Board should also include information on how to participate in the meeting.
However, it is possible to hold and make important resolutions on the Assembly of Associates, despite the lack of formal convening of the Assembly of Associates. This possibility provides for Article 240 k.s.h., where all the share capital is represented at the meeting, and none of the present have objected to the holding of the assembly or the bringing of particular matters to the agenda.
The agenda of the Ordinary Meeting of Shareholders should be in accordance with Article 231 k.s.h.:
Examination and approval of the company’s activity report for the year 2022
The examination and approval of the annual accounts for the year 2022
to adopt a resolution on the distribution of profit or loss if, in accordance with Article 191(2) these cases are not excluded from the competence of the Assembly of Associates;
granting discharge to members of the company's bodies in respect of the performance of their duties 2022.
It should be stressed that the AC should adopt a resolution on discharge in respect of all persons who served as members of the board of directors, supervisory board or audit committee of the company in 2022, Even if they were only part of the year.
Such approved financial statements will have to be reported to the National Court Register.