In order to fulfil the above obligations, the company must first have financial statements prepared by its accounting department, which must be signed by both the person preparing the statements and the head of the entity.
The financial statements for the previous financial year are approved by a resolution of the company’s shareholders. However, the agenda should also include other resolutions, including those concerning the profit or loss shown in the profit and loss account included in the financial statements, or regarding the granting or refusal of discharge to members of the governing bodies.
It is also worth analysing the need to prepare a report on the entity’s activities, which, depending on the company’s legal form, is prepared by the Management Board or the General Partner.
The Accounting Act clearly stipulates who is responsible for preparing the activity report, specifies the detailed elements that should be included in this report, and indicates when it is not necessary to prepare it.
In the case of limited companies, limited joint-stock partnerships, mutual insurance companies, mutual reinsurance companies, cooperatives, state-owned enterprises, as well as those general partnerships and limited partnerships where all partners bearing unlimited liability are limited companies, limited joint-stock partnershipsor companies from other countries with a legal form similar to these, and in the case of specialised open-ended investment funds, closed-ended investment funds and alternative investment companies, the manager of the entity shall prepare, together with the annual financial statements, a report on the entity’s activities. (Article 49).
Of course, the agenda of the competent body of a given company may also include other matters concerning the company’s operations, for example the appointment of members of the Management Board in a limited liability company for a new term of office, if, in accordance with Article 202 § 1 of the Commercial Companies Code, the mandate of the current members of the Management Board expires. It should be borne in mind that, in accordance with the aforementioned provision:
§ 1 Unless the articles of association provide otherwise, the term of office of a member of the management board expires on the date of the shareholders’ meeting approving the financial statements for the first full financial year of that member’s tenure, and
§ 2 In the event of a member of the Management Board being appointed for a term exceeding one year, the term of office of a member of the Management Board expires on the date of the shareholders’ meeting approving the financial statements for the last full financial year of their tenure as a member of the Management Board, unless the articles of association provide otherwise.
It should be noted that failure to submit financial statements on time may result in specific sanctions, such as fines, restrictions, and even imprisonment. The registry court may issue a summons to submit the report, and if the company fails to comply with this summons, enforcement proceedings may also be initiated against it. If this too proves ineffective, the court may impose a fine, even repeatedly. In the event of failure to submit reports for two consecutive financial years, one must be prepared for the possibility of proceedings being initiated to dissolve the entity without conducting liquidation proceedings.
It is therefore worth bearing these key dates in mind:
- 30 June 2022 – deadline for preparing and signing the financial statements and the report on the entity’s activities
- 30 September 2022 – deadline for the shareholders to approve the reports and adopt other related resolutions
- 15 days from the date of convening the Ordinary General Meeting of Shareholders – deadline for sending the financial statements and the resolutions approving them to the Financial Documents Repository
- 15 October 2022 – final deadline for sending the reports
Frequently asked questions
Who must sign the financial statement for it to be valid?
The financial statement must be signed by the person who prepared it and by the head of the entity. This is a key formal step before the document is approved by the shareholders.
Do shareholders approve only the financial statement during the meeting?
No, in addition to approving the financial statement, shareholders should adopt resolutions regarding profit or loss. They must also decide on granting or refusing to grant discharge to members of the company’s bodies.
Who is responsible for preparing the management report?
In the case of capital companies and other entities specified in the act, the management report is prepared by the head of the entity together with the financial statement. In other legal forms, this obligation rests with the Management Board or General Partner.
What are the consequences for a company that fails to file financial statements on time?
Failure to file statements may result in sanctions such as fines, restrictions, or even imprisonment. The registry court may impose multiple fines, and in extreme cases, initiate proceedings for dissolution of the company without liquidation.
When does the mandate of a management board member in a limited liability company expire?
The mandate expires on the day of the shareholders’ meeting that approves the financial statement for the first full financial year of holding the position. If the term lasts longer than a year, the mandate expires after approval of the statement for the last full financial year, unless the company agreement provides otherwise.
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