Liability of the management board for failure to submit the financial statement


In connection with commencement of a new calendar year, it should be remembered that members of management boards in capital companies (limited liability companies [sp. z o.o.] and joint stock companies are obliged to submit to the court register, i.a. financial statements within the relevant deadline.

Pursuant to the act on accountancy, a financial statement should be submitted within 15 days upon its acknowledgment by the acknowledging authority and in case it is not acknowledged, no later than 15 days after the lapse of 6 months from the balance day.  If the financial year is the same as the calendar year then this deadline lapses on 15 July of the following year. In case of a limited liability company the acknowledging authority shall be the ordinary shareholders’ meeting and in case of joint-stock companies – ordinary general assembly.

In accordance with the commercial companies code, an ordinary meeting/general assembly in a capital company should take place within 6 months upon the lapse of each financial year.

The failure to submit the annual financial statement or the statement on the activity of the company in the relevant court register is a crime (art. 79 of the act on accounting). The liability is borne above all by the members of the management board, who can be subject to a penalty of a fine or restriction of liberty. What is more, also the act on the National Court Register gives the possibility to penalize members of the management board with a fine for the failure to submit the financial statement to the court and to register the relevant entry.

In extreme cases, the court may establish a guardian for a company for the period no longer than a year or it may order a prohibition for the members of the management board to take on particular positions e.g. in management boards or supervisory boards of companies.

Contact: Mirosław Stefanik,

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