Recently, we have covered the issue about the changes introduced by the so-called Anti-Crisis Shield package in terms of postponing the deadline for submitting financial statements for 2019. Bearing in mind the needs of entrepreneurs, we present a proposal to facilitate the whole process.
It is worth noting that current pandemic is an event after the balance sheet date for companies whose financial year corresponds to the calendar year. For the purposes of this article and due to the fact that this type of regulation is the most popular among Polish entrepreneurs – the solutions proposed by us relate to companies whose financial year is counted from 1 January 2019 to 31 December 2019.
Reporting and approving of the documents
Surely, the isolation will not interfere with the work on companies’ financial statements. The nationwide home office, as well as the need for electronic signatures by the members of the Management Board, make the annual process much easier.
Adoption of the resolutions
A much more important issue is the adoption of resolutions approving the financial statements, the report on the Management Board’s activities and those deciding on the distribution of profit / coverage of loss, granting a discharge and extending the mandate for the next term.
Recently, we have proposed to hold a Shareholders’ Meeting in the form of an online conference (here). Due to the changes introduced by the so-called Anti-Crisis Shield, the General Meeting of Shareholders is possible by electronic means of communication without changing the articles of association.
Today we will present alternative solutions of indicated problem.
“Circulation mode”
As a result of the amendment to the Commercial Companies Code of 1 March 2019, resolutions being the subject of the Ordinary General Meeting of Shareholders – i.e. resolutions concerning the closure of the financial year – may be adopted in writing without holding a meeting.
In order to take advantage of such a solution, it is necessary to have the written consent of all shareholders to conduct a written vote or consent directly to the planned decision.
In the “circular mode”, voting takes place in writing and the resolution is valid after its unanimous adoption.
The objection of at least one partner, both in the case of consent to the method of voting and the content of the resolution itself, makes the “circular mode” impossible to use.
By proxy
A convenient solution, from the point of view of unanimous shareholders, is to grant a proxy to one person to speak at meetings.
The proxy, representing the entire capital, is capable of adopting the required resolutions without the need for a physical meeting of all shareholders. However, such a power of attorney shall not become effective until it has been properly granted.
Documents submission via s24 system and informing the Tax Office
These activities are possible without leaving home.
Of course, you can be assisted by an attorney in the submission of the year-end documents in the s24 system.
Author: Oliwia Kruczyńska, Junior Associate at Kolecka & Partners Law Firm LLP
