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High Court in Warsaw

TGC Corporate Lawyers in Poland offer the following advice about annual filings of financial statements.

Dear Quoracy.com subscribers,

You may be aware that a Polish company’s management board is required to convene an annual general meeting of shareholders (“AGM”) within six months of the company’s financial year end. If your financial year ended on 31 December 2010, the deadline for submitting your Corporate Income Tax Declaration (CIT-8) with the tax office expires on 31 March 2011 and the deadline for holding your AGM is 30 June 2011.

1.  AGM documentation

The documentation for the AGM includes:

• Financial statements;
• Directors’ report on the activities of the company for the financial year, which is subject to approval by the shareholders of the company;
• Supervisory board report (if applicable);
• Minutes of meeting of the management board;
• Minutes of meeting of the supervisory board (if applicable);
• Minutes of the AGM; and
• Application to the KRS for registration of the filing of the annual accounts of the company.

2. Audit  requirements

Do you need an audit?  The requirements to have an audit are as follows:

• Banks, insurance companies and joint stock companies (S.A.) are all required to have an annual audit.
• Limited liability companies (Sp. z o.o.) are required to have an audit for 2010 if they exceeded two or more of the following criteria at 31 December 2009:

- Annual average number of employees were 50 or more;
- Total assets at the end of the financial year were 2.5 million euro or more; and
- Net sales plus financial income for the financial year were 5 million euro or more.

If your company had an audit please remember that it is also obliged to publish its fianancial statements in “Monitor Polski B” gazette.

3. Notifying the Company’s court of registration

Within 15 days of holding the AGM, the company’s management board is obliged to file the annual accounts, the directors’ report and the AGM minutes with the KRS.

4. Notifying the relevant tax office

The AGM minutes will also have to be filed with the tax office handling the tax matters of the company within 10 days of holding the AGM.

5.  Next steps

If you wish to receive any further information on this matter or a cost estimate or require any assistance in relation to your AGM please contact:

Christian Fielding
Solicitor, Director
T: +48 22 653 3644
E: cfielding@tgc.eu

Anna Dzieciątkowska
Head of Company Department
T: +48 22 653 3667
E: adzieciatkowska@tgc.eu

TGC Corporate Lawyers
ul. Królewska 27
00-060 Warsaw, Poland
T: +48 22 653 3644
F: +48 22 827 6915
E: tgc@tgc.eu
W: http://www.tgc.eu

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