Responsibility For Non-Submission of Financial Statements In Poland
In accordance with the applicable Accounting Act, the annual financial statements of an entity must be approved by the relevant approving corporate body no later than 6 months from the end of the fiscal year.
For entities that calendar year aligns with the fiscal year, this means that the deadline for approval expires no later than June 30th, yet an annual Poland company Corporate Income Tax declaration shall be submitted no later than March 31.
One of the fundamental provisions that stipulates a penalty for non-submission of financial statements within the specified timeframe is Article 79(4) of the Accounting Act. The provision states that anyone who, contrary to the provisions of the law, fails to submit financial statements, consolidated financial statements, Director’s activity reports, reports on the activity of a capital group, reports on payments to public administration, or consolidated reports on payments to public administration to the relevant court register is subject to a fine or imprisonment.
On this basis, criminal liability extends, for example, to partners managing the affairs of a general partnership, partners in a partnership, general partners in a limited partnership, or a limited liability partnership, as well as members of the management board of capital companies.
Under Article 79(4) of the Accounting Act, the act of not submitting a financial report is considered a criminal offense. This encompasses situations where, contrary to the provisions of the law, the required submission of the report did not occur at all, as well as situations where the effective submission of the report to the court register did not take place, for example, due to incomplete formalities in the application to the court register, or situations in which such notification was made later than required by law. For the commission of this offense, it is irrelevant whether anyone suffered harm as a result of not submitting the financial statement to the register.
Criminal Liability and Penalisation:
For the failure to submit financial statements on time, the members of the management of an entity are held responsible, and sanctions stipulated by the regulations for missing deadlines may have financial implications for negligent executives. The responsibility is personal not corporate for businesses registered in Poland.
Anyone who, contrary to the provisions of the Accounting Act, fails to submit financial statements, consolidated financial statements, activity reports, reports on the activity of a capital group, reports on payments to public administration, or consolidated reports on payments to public administration to the relevant court register is subject to a fine or imprisonment. In this regard, the legislator applied an exclusive alternative, meaning that the court may impose only one of the mentioned penalties. Regarding fines, the court determines them in daily rates, specifying the number of rates and the amount of one rate. Generally, the minimum number of rates is 10, and the maximum is 540. When determining the daily rate, the court considers the income of the offender, their personal and family conditions, property relationships, and earning potential. The daily rate thus established is at least PLN 10 but cannot exceed PLN 2000.
In the case of a person convicted of this offense, a penalty may also be imposed, ranging from one year to 15 years, in the form of a prohibition on holding a specific position or practicing a specific profession if the perpetrator abused their position or profession when committing the crime or demonstrated that continuing to hold the position or practicing the profession poses a threat to substantial legal interests. Additionally, a penalty in the form of a prohibition on engaging in specific economic activity may be imposed upon conviction for a crime committed in connection with conducting such activity, if continuing such activity poses a threat to substantial legal interests.
No criminal offence record is required in Poland and other countries from the individuals to become a member of a management board, hence such conviction can impose further complications of conducting business. Individuals purchasing a shelf company in Poland should check upon submission of the above mentioned documentation if required before transferring ownership of the shares.
Penalties imposed by the National Court Registry (KRS)
Additionally, if it is found that financial statements have not been submitted despite the deadline, the National Court Registry may, ex officio, summon a member of the management board of a limited liability company to submit them, setting an additional seven-day deadline. If, despite the summons, the obligation is not fulfilled, the court register may impose a fine of no more than PLN 15,000 on each of the responsible members of the management board. It should be noted that the court can repeatedly impose fines, and there are no restrictions on the number or total amount of fines.
Given the sanctions outlined in Polish regulations, it is crucial to remember the obligation to submit financial statements to the National Court Register—even when they have not been approved by the shareholders' meeting. While ideally only approved statements should be submitted to the register, this cannot always be guaranteed.
