PESEL for a foreign member of a Board.

Recently, we have received many enquires from foreign board members or foreign shareholders asking how to obtain a PESEL number.

It is due to a change of the National Court Register Act. Since the 15th April 2018 the annual financial statements and connected resolutions must be provided via electronic filing system. The system is managed by Ministry of Justice at https://ekrs.ms.gov.pl.

Art. 19e of the National Court Register Act states that the filing must be signed with a secure electronic signature or ePUAP signature by at least one natural person (board member, representative, shareholder or liquidator) who’s PESEL number is revealed in KRS Register.

If a polish citizen is a board member than no problems arise. But this change of law became a serious issue for companies that have only foreign board members.

First step and first problems

The first step to file an annual financial report that must be undertaken is to register an account at eKRS system. To make it a person must provide only an email address and password. But to activate account and to get a full access to the system one must have a secure signature or an active profile at ePUAP system. Unfortunately to have an ePUAP active account or right secure signature one must have a PESEL number.

How a foreigner can obtain a PESEL number?

If a foreigner holds a residence permit in Poland and registers his stay in Poland than he gets his PESEL number automatically. In other cases the PESEL number is issued on request.

What if a foreign person is not a polish resident and wants to file for a PESEL number?

A foreigner who runs a business in Poland and stays overseas can apply for a PESEL number in person or with a help of representative. The second doesn’t even involve coming to Poland. The representative must only present a written power of attorney (letter of authorisation) in original, fill right application, indicate legal reasons for request and present a photocopy of principal’s passport .
The representative will obtain a PESEL number for foreigner on the same day (not later than 7 days).

Next step is to obtain ePUAP profile or secure electronic signature.

In order to file annual financial report one must have a full access to eKRS system. As mentioned above the ePUAP active profile or electronic secure signature is required.

A foreigner may obtain a ePUAP profile abroad in nearest polish consulate or in Poland. It is free and lifetime. Secure signature is paid. Only few polish secure signatures issuers are recognized by eKRS system.

Once a foreign person has a PESEL number and active ePUAP profile (or secure signature) he can disclose his PESEL number in KRS register, file annual financial reports and connected resolutions.

Although the above doesn’t seem very complicated we highly recommend to ask for our legal assistance. Keep in mind that not disclosing annual reports in time may cause penal responsibility of board members.