Electronic signature in the financial statement for 2019

October 15, 2020

Electronic signature (e-signature)

An electronic signature in the financial statement is a convenient form of signature. But what actually is an “electronic signature”?

“The electronic signature is a combination of electronic and other data that together make it possible to identify the person who placed such a signature. It is used to confirm the authenticity of submitted documents” (Journal od Laws)

Thus, an electronic signature is nothing more than the equivalent of a handwritten signature used to sign paper documents. Nowadays, most official documents are generated and sent electronically. Having an electronic signature is sometimes necessary to fulfill certain obligations.

The e-signature is designed to authenticate signatories and confirm integrity of transaction. This means that the electronic signature:

• enables the verification of a person who signed a document – prevents the author from denying the signature,
• prevents the counterfeiting of a signature of a given person by third parties,
• copying a signature from a document to a document is not possible,
• it is impossible to modify a document that has been already signed, as this would invalidate the signature

E-signature is regulated by two main legal acts:

• the Act on Services and Electronic Identification of 2006,
• Regulation of the European Parliament 910/2014, known as the eIDAS regulation.

Financial documents after 01/10/2018 are prepared in electronic form and then submitted via the RDF financial document repository. Financial statements and a report on activities in accordance with the Accounting Act must be signed by all members of a management board. Thus, all members of the management board must own an electronic signature.

As of January 1, 2020, the catalog of types of electronic signatures in financial statements, used as signatures by entrepreneurs, was expanded. 3 types of signatures have been mentioned (Article 45 point 1f of the Act):

• trusted signature
• qualified electronic signature
• personal signature

Qualified electronic signature

The first way to sign a financial statement is to use a qualified electronic signature. The qualified electronic signature has the same legal effect as the handwritten signature. It is possible to verify the person who signed the document as it is certified with a special qualified certificate. Only the person, to whom the signature and certificate are assigned to, can use it. It is placed using a special device.

In Poland, it is possible for foreigners to obtain such a signature. Even though he or she does not have a PESEL number. Before creating the qualified e-signature in a country other than Poland, it should be verified whether such a signature will meet all the requirements necessary to sign financial statements in Poland. The Act allows for a foreign signature, but it must be issued by a provider of the services, who is listed on the European list. It is assumed to be a paid signature. Its reliability is certified by the provider of the electronic signature service. The qualified e-signature is purchased from one of the certified providers. The published list of suppliers of the National Certification Center, where you can prepare the above-mentioned signature, is here: https://www.nccert.pl/.

After obtaining the qualified e-signature, we receive a package which includes:

• an individual cryptographic card with a qualified certificate,
• card reader that you can plug in to your computer,
• software you need to install.

The qualified e-signature may also be issued abroad in accordance with the XAdES algorithm. However, this means that the signature of a person who obtains the e-signature must be confirmed by a notary. Moreover, there must be the Apostille clause obtained.

Trusted signature

The second way to sign the financial statement is to use a signature confirmed by the ePUAP Trusted Profile. From January 1, 2020, the equivalent name of it is a “trusted signature”. In order to be able to sign a document with the trusted signature, one must establish the Trusted Profile. Bear in mind that the Trusted Profile requires a PESEL number. The Trusted Profile is safe because its authentication requires a profile login and an SMS code, each time sent during a new interaction. You can create the Trusted Profile in 3 ways:

1. Using the online form that you fill in on the Trusted Profile page

In the form you enter, among others, your name, surname and PESEL number. You register the completed form, and then:

• you confirm in person in the so-called confirmation point. Confirmation points are, among others: tax offices, voivodeship offices or selected post offices. Such points are also available abroad. An employee working in the point will ask you to show an identity document, print your application and ask you to sign it.
• you confirm online with a qualified electronic signature, if you have one.

2. Using an online account (bank or Polish post office – Envelo)

Check what companies can confirm your identity. They are the so-called identity providers, i.e. entities that have received consent to confirm the Trusted Profile. They are allowed to do this as they authenticate customer data when setting up an account for them. Primarily as part of electronic banking. In Poland, these include: PKO Bank Polski, mBank, Santander, ING, Alior Bank, Millenium, Inteligo, Envelo. In this case, it is not necessary to confirm your identity at the office.

3. Using your eID

To create the Trusted Profile you will use the eID from the so-called electronic layer. This proof has a built-in chip in which your individual data is saved. To use the signature, it is necessary to connect a reader to the computer, which enables reading the data. eID software is also necessary.

Producing a trusted signature and then extending its validity does not involve any additional costs.

IMPORTANT!

A foreigner, who is a member of a management board, before creating a signature confirmed by the ePUAP Trusted Profile, must first apply to the competent authority for the Polish PESEL number. Such a request may also be submitted by an authorised representative.

“PESEL can be obtained:

• at the municipal office competent for your place of residence (where you are or where you want to register)
• at the commune office where your employer is located – if you cannot register
• at the Śródmieście District Office of the Capital City of Warsaw (Nowogrodzka Street 43, Warsaw) – if you are not working or your employer is based abroad”

Personal signature

A personal signature is an advanced electronic signature within the meaning of the regulation, which is verified with a certificate. Placing a personal signature is relatively easy – the process itself is similar to a card transaction – using a contactless interface. From March 4, 2019, new identity cards with an electronic layer are issued. Their level of technological advancement enables signing with the so-called personal signature. The consent of the ID card holder is required.

How to electronically submit a financial statement to the National Court Register?

According to Art. 45 of the Accounting Act, financial statements must be submitted only in electronic form and authenticated by one of the 3 available methods:

• by means of the qualified electronic signature
• by means of the ePUAP platform
• by means of the personal signature

Differences between a qualified electronic signature and the Trusted ePUAP Profile:

The following are attached to the submission of the financial statement to the National Court Register: resolutions approving the annual consolidated financial statements of the capital group (if there is an obligation to prepare them) and resolutions on managing the financial result for a given year. A set of documents with attachments is submitted via the RDF document repository.

Electronic signature in Poland for foreigners

The set of documents must bear one of the above-mentioned signatures of at least one of members of the management board, whose PESEL number is disclosed in the register of entrepreneurs of the National Court Register. However, many entities have only foreigners in the management body who do not have the PESEL number. Then it will be impossible to sign the application. In this situation, two solutions are possible.

The first one i to apply for the PESEL number by a member of the management board. The second way is to grant a power of attorney to an attorney, legal advisor or foreign lawyer, whose data has been made available to the courts and the minister of justice via the ICT system by the Supreme Bar Council and the National Council of Counselors Legal – as long as their PESEL number is disclosed in the system. On the basis of such authorization, they will be able to submit a set of documents signed by the members of the management board to the National Court Register.

The deadline for submitting financial documents with attachments is 15 days from the date of approval of the annual financial statement by the competent authority. Check the changed deadlines for filing financial statements due to COVID-19.

The electronic signature in the financial statement is therefore a simple way of a problem-free signing. Especially in the time of pandemic. It is worth adding that the additional advantage of having an e-signature is:

Author: Katarzyna Maruszak