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Communication on the registration in the list of third country audit entities

Pursuant to Article 204 paragraph 1 of the Act of 11 May 2017 on Statutory Auditors, Audit Firms and Public Oversight (Journal of Laws of 2022, item 1302), hereinafter referred to as: ‘the Act’, the Polish Agency for Audit Oversight (hereinafter referred to as: ‘the Agency’) maintains a list of audit entities coming from third countries, hereinafter referred to as: ‘the List’. The List is available on the Agency’s website https://pana.gov.pl.

Under Article 205 paragraph 1 of the Act, audit entities from third countries that intend to carry out or audit the financial statements of an entity registered in a third country whose securities are admitted to trading on a regulated market in the Republic of Poland are registered in the List provided that the audit entity meets the requirements referred to in Article 205 paragraph 1 or 2 of the Act.

This requirement, under section 205 paragraph 4 of the Act, does not apply if the audited entity issues only debt securities, that are admitted to trading on the regulated market before 31 December 2010, and their nominal value per unit amounts, on the day of issuance, to at least EUR 50,000, or the equivalent of at least EUR 50,000 – in the case of debt securities denominated in a different currency, or on 31 December 2010 or later, and their nominal value per unit amounts, on the day of issuance, to at least EUR 100,000, or the equivalent of at least EUR 100,000 – in the case of debt securities denominated in a different currency.

In order to be registered on the List, the audit entity, hereinafter referred to as ‘the Applicant’, submits an application, hereinafter referred to as ‘the Application’, which contains the documented data referred to in Article 204 paragraph 2 point 2 to 11 of the Act. Pursuant to Art. 205 paragraph 7 of the Act, in the case of the data referred to in Art. 204 paragraph 2 points 5, 6, 8 and 9 of the Act, instead of documents confirming these data, a statement on the compliance of these data with the factual and legal status may be submitted, signed in accordance with the rules of representation of the Applicant or by his attorney. Pursuant to Art. 205 paragraph 9 of the Act, the statement mentioned in the sentence above,  is submitted under pain of criminal liability for submitting a false statement.

The Application must be accompanied by*:

  1. document confirming the Applicant’s registration in the commercial register of a third country;
  2. document which proves that the person/persons signing the Application are authorised to represent the entity, in the case that the document from the commercial register does not contain information about the representation of the Applicant;
  3. document which confirms that the Applicant is registered as an audit firm in a register of third country audit firms (in accordance with point 11 of the Application) or is registered in the EU country (in accordance with point 12 of the Application)*;
  4. power of attorney, if the Application is submitted by an attorney-in-fact;
  5. documents confirming compliance with the requirements referred to in Article 205 of the Act, paragraph 1, points 1 and 2 of the Act, among others:
    • document which contains the composition of the members of the Applicant’s management body;
    • documents confirming that the majority of the members of the management body of the audit firm meets requirements for the statutory auditors equivalent to the requirements set out in the Act e. a document issued by the registration authority of statutory auditors containing at least the following information:
      1. name and surname of the statutory auditor,
      2. number in the register of the statutory auditor,
      3. address of the statutory auditor,
      4. date of entry in the register of the statutory auditor,
      5. whether the statutory auditor has completed university or equivalent studies (if applicable),
      6. whether the statutory auditor completed the initial training (apprenticeship) for statutory auditors including information on its duration and information whether the training was completed with an examination (if applicable),
      7. whether the statutory auditor practices the profession (if applicable),
      8. whether the statutory auditor is undergoing compulsory professional training;
    • documents confirming that statutory auditors employed in the audit entity or affiliated as partners or otherwise who intend to conduct or carry out an audit of the financial statements of an entity registered in a third country, whose securities are admitted to trading on a regulated market in the Republic of Poland, meet the requirements equivalent to the requirements set out in the Polish Act i.e. a document issued by the registration authority of statutory auditors containing at least the following information:
      1. name and surname of the statutory auditor,
      2. number in the register of the statutory auditor,
      3. address of the statutory auditor,
      4. date of entry in the register of the statutory auditor,
      5. whether the statutory auditor has completed university or equivalent studies (if applicable),
      6. whether the statutory auditor completed the initial training (apprenticeship) for statutory auditors including information on its duration and information whether the training was completed with an examination (if applicable),
      7. whether the statutory auditor practices the profession,
      8. whether the statutory auditor is undergoing compulsory professional training.
  1. Attachments in accordance with the template provided in the Application template.

 

*The documents aforementioned in points 1-5 should be submitted in originals or certified copies. Official documents drawn up outside the territory of the Republic of Poland require certification of their authenticity. Official documents should be certified in the form of an apostille, if they have been issued by an institution operating in a state that is a party to the Hague Convention of 5 October 1961 Abolishing the Requirement of Legalisation for Foreign Public Documents (Journal of Laws of 2005 No. 112, item 938). Documents drawn up in a foreign language should be submitted together with a translation from a foreign language into Polish made by a sworn translator.

Instead of the original document, a party may submit a copy of the document, if its compliance with the original has been certified by a notary public or by the party’s representative acting as an attorney-at-law, legal counsel.

In the case of sending documents in electronic form via the Agency’s electronic inbox (ePUAP), the Application with all attachments should be signed with a qualified electronic signature, a trusted signature or a personal signature. A qualified electronic signature, a trusted signature or a personal signature must meet the requirements set out in the Regulation (EU) No 910/2014 of the European Parliament and of the Council of 23 July 2014 on electronic identification and trust services for electronic transactions in the internal market and repealing Directive 1999/93/EC (Official Journal of EU. L. 2014 No. 257, p. 73) – eIDAS Regulation.

All attachments attached to the Application should be numbered.

The Application must be accompanied by proof of payment of the fee referred to in Article 60 paragraph 1 of the Act, in the amount of PLN 5387,10 (in words: five thousand  three hundred and eighty seven zloty 10/100). When making a cross-border transfer, the Applicant should take into account all bank fees, including commissions. (Communication on the amount of the fee for processing an Application for registration on the List of audit firms in 2022).

Cross-border transfer details:

Polska Agencja Nadzoru Audytowego

Address: Kolejowa Street 1, 01-217 Warsaw

NIP: 5252802078

REGON: 384416473

E-mail: pana@pana.gov.pl

Bank details and account number:

BGK Bank Gospodarstwa Krajowego

Address: Al. Jerozolimskie 7, 00-955 Warsaw

Account number (IBAN): PL 57 1130 1017 0020 1559 0620 0003

BIC (SWIFT) code: GOSKPLPW

In the case of the appointment of an attorney-in-fact pursuant to Article 33 of the Act of 14 June 1960 Code of Administrative Procedure (Journal of Laws of 2021, item 735, as amended) (hereinafter referred to as: „the CAP”), the Applicant should submit with the Application the power of attorney. If the power of attorney is drawn up in a foreign language, the power of attorney should be submitted together with a translation from the foreign language into Polish made by a sworn translator. Pursuant to the Article 33 § 3 of the CAP, the attorney-in-fact should attach to the Application the original or an officially certified copy of the power of attorney. The attorney-at-law, legal counsel may authenticate a copy of the power of attorney granted to them and copies of other documents proving their authority.

Pursuant to the Article 14 § 1d of the CAP documents addressed to public administration bodies may be made in hard copy or in electronic form. Documents drafted in hard copy should contain a handwritten signature. Documents recorded in electronic form shall be signed using  qualified electronic signature, a trusted signature or a personal signature[1].

Proof of payment of stamp duty of PLN 17 (in words: seventeen zlotys 00/100) must be submitted together with the power of attorney.

The stamp duty for the submitted power of attorney should be paid to the following bank account:

Urząd Miasta Stołecznego Warszawy

Centrum Obsługi Podatnika

PL 21 1030 1508 0000 0005 5000 0070

Pursuant to Article 40 paragraph 4 of the CAP if a party who has no place of residence, habitual residence or seat in the Republic of Poland, another Member State of the European Union, the Swiss Confederation or a member state of the European Free Trade Association (EFTA) – party to the Agreement on the European Economic Area, has not appointed an attorney-in-fact with the residence in the Republic of Poland with the aim to conduct the case and does not act through a consul of the Republic of Poland, is obliged to indicate a representative for service in the Republic of Poland, unless the delivery takes place by registered electronic delivery service.

Until the Agency introduces the possibility of using the registered electronic delivery service, the documents recorded in electronic form  should be sent via the ePUAP Electronic Inbox.

The application for the registration – template for application** together with the required documents (Annexes A-E, Annex F) should be submitted:

  1. in writing – with the handwritten signature of the persons authorised to represent the Applicant (together with a document which proves that the persons signing the Application are authorised to represent the entity) or with the handwritten signature of an attorney-in-fact (together with a power of attorney) via mail operator to the following address of the Agency: ul. Kolejowa 1, 01-217 Warszawa, Rzeczpospolita Polska, or
  2. in electronic formonly via the Electronic Platform for Public Administration Services (ePUAP) to the address: ePUAP box: /PANA/SkrytkaESP (as a general letter to a public entity). In this case the Application together with all attachments should be signed by persons authorised to represent the entity with 1) a qualified electronic signature, 2) a trusted signature or 3) a personal signature[2]. Detailed information on this service is available on www.epuap.gov.pl. Documents sent via e-mail and not via the Electronic Platform for Public Administration Services (e-PUAP) of the Agency will not be examined; or
  3. by telefax: + 48 22 487 81 71.

** The Agency informs that the template of Application is a supporting document and is not an official template, the use of which is left to the discretion of the audit entity.

The Agency will verify the submitted documents and after carrying out the administrative procedures in accordance with the Polish law, will decide, by means of an administrative decision, whether to register the Applicant on the List of third country audit entities maintained by the Agency or to refuse to register the Applicant on the List of third country audit entities.

The procedure of registration on the List of third country audit entities is conducted in the Polish language. Correspondence with the Applicant shall be conducted in Polish. The translation by the Agency of the information contained in this communication into English is for information purposes only and does not cover the full scope of the legal provisions in force in the Republic of Poland and consequently cannot be treated as binding and exhaustive.

For further information for registration on the List, enquiries should be directed to the following email address: pana@pana.gov.pl.

Files:

The Application for the registration on the list of third country audit entities

Annexes-A-E

Annex F

[1] A qualified electronic signature, a trusted signature or a personal signature must meet the requirements set out in the Regulation (EU) No 910/2014 of the European Parliament and of the Council of 23 July 2014 on electronic identification and trust services for electronic transactions in the internal market and repealing Directive 1999/93/EC (Official Journal of EU. L. 2014 No. 257, p. 73) – eIDAS Regulation.

[2] A qualified electronic signature, a trusted signature or a personal signature must meet the requirements set out in the Regulation (EU) No 910/2014 of the European Parliament and of the Council of 23 July 2014 on electronic identification and trust services for electronic transactions in the internal market and repealing Directive 1999/93/EC (Official Journal of EU. L. 2014 No. 257, p. 73) – eIDAS Regulation.

 

Mateusz Dziób

https://pana.gov.pl

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