What you will learn from the article?
Why does the RDF system no longer accept scans of resolutions approving financial statements? After the recent rebuild of the Repository of Financial Documents, the system rejects scans of resolutions signed only with handwritten signatures because it now requires a qualified electronic signature, trusted signature, or personal signature.
What exactly has changed in submitting documents to the RDF? Previously widely accepted scans of resolutions with handwritten signatures are now rejected by the system, even though the instructions on Biznes.gov.pl still suggest there is no such requirement.
How to solve the problem with signing resolutions in the RDF when foreign shareholders are involved? The most convenient solution is to have the resolutions signed by the chairman of the shareholders’ meeting or by a proxy who holds a qualified electronic signature, trusted signature, or trusted profile.
Do all shareholders need to obtain a qualified electronic signature? No – it is sufficient if the resolutions are signed or electronically certified by a proxy who has the appropriate electronic signature.
How to successfully submit resolutions approving the financial statements in the new RDF system? You can submit scans of handwritten resolutions provided they are first electronically certified by the proxy making the submission to the Repository of Financial Documents.
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In recent years, the ICT systems developed by the Ministry of Justice have undergone intensive changes, aligning with a broader trend toward their gradual – and ultimately full – digitalisation. One of the key milestones in this process was the recent restructuring of the systems supporting registry proceedings, including in particular the Financial Documents Repository (RDF).
There is no doubt that the implemented changes have improved both the technical and user layers – the interface is now more transparent, and system operation has become easier in many respects. However, it should be noted that these changes may also introduce new functional limitations that have a real impact on the process of submitting financial documents to the RDF. In particular, this issue may affect entities with foreign shareholders.
No possibility to submit scanned signed resolutions to the KRS – what has changed in the RDF?
As part of the obligations related to the preparation and approval of annual financial statements, it is necessary to hold a shareholders’ meeting during which resolutions are adopted regarding, among other things, their approval as well as profit distribution or loss coverage. Until now, an established and widely accepted practice was to submit to the Repository scanned copies of meeting minutes along with the text of such resolutions, bearing handwritten signatures of shareholders or their representatives.
Information allowing the attachment of scanned resolutions (and not requiring an electronic form) is still included in the instructions for submitting financial statements to the KRS, available on the Biznes.gov.pl portal.
However, in recent days entrepreneurs have encountered a significant surprise – when attempting to submit scanned resolutions to the system, a message appears stating that documents in this form cannot be accepted due to the lack of an electronic signature.
We have obtained information from the Ministry of Justice that, in fact, the system in its current form will no longer accept documents submitted in the previous format. This results from its technical structure and adopted solutions, rather than from any system malfunction.
On the one hand, these functional characteristics of the system should not be entirely surprising in light of the applicable regulations. Pursuant to Article 19e(3) in conjunction with Article 19(2) of the National Court Register Act, copies of resolutions approving financial statements and on profit distribution or loss coverage may be attached to filings, provided they are signed with a qualified electronic signature, a trusted signature, or a personal signature by a person authorised to represent the entity.
On the other hand, this sudden change in practice – particularly during the ongoing financial reporting period – comes as a considerable surprise to entrepreneurs. Some of them have already adopted resolutions in the previously accepted form, bearing handwritten signatures, and are now facing difficulties in successfully submitting them through the system.
How to address the signature issue in the RDF?
One possible solution to consider is obtaining qualified electronic signatures (issued in accordance with the eIDAS Regulation, which is a specific type of electronic signature) by shareholders or their representatives (in the case of legal entities). This enables resolutions and other documents to be signed directly in electronic form, eliminating issues with their acceptance by the RDF system.
However, this solution may prove problematic for Polish entities whose shareholders are legal persons, including foreign companies. Obtaining qualified electronic signatures by their representative – often foreign nationals – requires identity verification (either in person or before a notary), as well as incurring additional costs.
Another solution, which in our opinion may effectively address the issue, is to have the resolutions signed by the chairperson of the shareholders’ meeting or by an attorney holding a qualified electronic signature, a personal signature, or a trusted profile.
In our view, an interpretation of Article 19e of the National Court Register Act leads to the conclusion that, in order to meet the required electronic form, it is acceptable for scanned copies of handwritten signed resolutions to be electronically certified by the attorney submitting the financial documents to the Financial Documents Repository prior to their upload to the system.
As a law firm with many years of experience in corporate services, we offer comprehensive support in the approval and submission of financial statements. We can prepare the necessary documentation, assist you in obtaining a PESEL number or electronic signatures, or ensure the efficient completion of the entire process by representing you at shareholders’ meetings and handling the submission of documents to the RDF.
Do not hesitate to contact us
