The Signature Requirement as a Constitutive Element of Financial Statement Preparation: Estonian CIT and the Three-Month Deadline
A financial statement prepared in electronic form but signed after the expiry of the three-month statutory period cannot be regarded as having been “prepared in accordance with the provisions on accounting” within the meaning of Article 28j(5) of the Polish CIT Act. The belated affixation of signatures renders the mid-year election of the lump-sum corporate income tax regime ineffective. So held the Provincial Administrative Court in Kraków in its judgment of 20 January 2026 (I SA/Kr 800/25), dismissing the taxpayer’s complaint against the individual interpretation of the Director of National Tax Information of 8 October 2025 (0111-KDWB.4010.119.2025.2.AW).
Mid-Year Entry into the Estonian CIT Regime
Article 28j(5) of the CIT Act conditions the mid-year election upon the taxpayer’s closing its books of account and preparing a financial statement “in accordance with the provisions on accounting” as of the last day of the month preceding the first month of lump-sum taxation. The financial statement serves to delineate the boundary between the classical CIT period and the lump-sum period, enabling the precise determination of undistributed profits and uncovered losses attributable to the pre-ryczałt era.
The question that arose in the Kraków proceedings was whether the phrase “prepared in accordance with the provisions on accounting” encompasses not merely the substantive compilation of financial data but also the timely signature of the resulting document by statutorily designated persons.
The Factual Background
The applicant, a limited liability company, elected the Estonian CIT regime effective 1 September 2023, closing its books as of 31 August 2023. The financial statement was compiled in XML format on 19 November 2023 — within the three-month period. The electronic signatures of the head of the entity and the person entrusted with maintaining the accounting records, however, were not affixed until 29 March 2024 — nearly four months after the deadline of 30 November 2023.
The company contended that the statement had been substantively prepared within the prescribed period and that the signature constituted a merely confirmatory act. In support, it invoked the judgment of the Court of Appeal in Poznań (I ACa 1048/10), the General Interpretation of the Minister of Finance of 25 January 2024 (DD8.8203.1.2023), the judgment of the Provincial Administrative Court in Szczecin of 5 March 2025 (I SA/Sz 614/24) — concerning a distinct issue but invoked as evidence of judicial departure from strict formalism — and the Minister of Finance’s letter of 3 July 2025 (DD8.054.2.2025) on hidden profits, characterised as demonstrating an evolution in the authorities’ approach towards teleological interpretation.
The Court’s Reasoning: Substance Requires Form
The Provincial Administrative Court dismissed the complaint, conducting a comprehensive analysis drawing upon three distinct doctrinal sources.
The Court first established that the three-month period from the balance sheet date constitutes an absolute deadline that no internal document may extend, invoking the commentary of Jarugowa and Martyniuk (Komentarz do ustawy o rachunkowości, Gdańsk 2002, pp. 607–608). It then held that a financial statement acquires its definitive character only upon signature by the authorised persons — the mere compilation of financial data does not constitute a binding declaration of the entity’s position — relying upon the commentary edited by Kiziukiewicz (Lex, Art. 52). Finally, drawing upon the commentary edited by Walińska (Lex, Art. 52), the Court confirmed that all required elements of the statement, including signatures, must be completed within the statutory period.
The Court further relied upon National Accounting Standard No. 14, paragraph 3.15: “the date of preparation of a financial statement is deemed to be the date of signature affixed to the financial statement in electronic form by the person entrusted with maintaining the accounting records, provided that the statement is deemed prepared as of the date of signature by the head of the entity”.
The Proportionality Argument and the Statutory-Version Challenge: Both Rejected
The applicant’s invocation of the principle of proportionality was dismissed. The Court held that requiring the head of an entity to sign a document of central importance falls within ordinary corporate duties and cannot be characterised as excessive formalism.
The Court separately addressed the applicant’s contention that the DKIS had applied the post-1 January 2023 version of Article 28j(5) rather than the version applicable at the relevant date. The Court rejected this argument, finding that the text of the provision in the part concerning the obligation to prepare a financial statement in accordance with accounting legislation is identical in both versions. The redraftional change bore no impact upon the assessment of the applicant’s position.
The Court additionally noted that the individual interpretation of 5 December 2024 (0114-KDIP2-2.4010.623.2024.1.SJ), upon which the applicant had relied, had been amended by the Head of the National Tax Administration on 1 October 2025 (DOP12.8221.11.2025) — depriving the argument of its precedential force.
Practical Implications
The Kraków judgment establishes a clear operative rule: a financial statement prepared for the purposes of Article 28j(5) must be not only substantively compiled but also signed by all statutorily designated persons within three months of the balance sheet date. A belated signature — even by a single day — may result in the invalidation of the Estonian CIT election, compelling the taxpayer to account for the entire disputed period under the classical CIT regime.
Taxpayers contemplating a mid-year transition should treat this deadline as inviolable and establish internal timelines allocating specific dates for each stage of the process — including the affixation of electronic signatures.
Legal basis: Judgment of the Provincial Administrative Court in Kraków of 20 January 2026, case no. I SA/Kr 800/25; Article 28j(5) of the Act of 15 February 1992 on Corporate Income Tax; Articles 45, 52(1), (2), and (2a) of the Act of 29 September 1994 on Accounting; National Accounting Standard No. 14, paragraph 3.15.
Robert Nogacki – licensed legal counsel (radca prawny, WA-9026), Founder of Kancelaria Prawna Skarbiec.
There are lawyers who practice law. And there are those who deal with problems for which the law has no ready answer. For over twenty years, Kancelaria Skarbiec has worked at the intersection of tax law, corporate structures, and the deeply human reluctance to give the state more than the state is owed. We advise entrepreneurs from over a dozen countries – from those on the Forbes list to those whose bank account was just seized by the tax authority and who do not know what to do tomorrow morning.
One of the most frequently cited experts on tax law in Polish media – he writes for Rzeczpospolita, Dziennik Gazeta Prawna, and Parkiet not because it looks good on a résumé, but because certain things cannot be explained in a court filing and someone needs to say them out loud. Author of AI Decoding Satoshi Nakamoto: Artificial Intelligence on the Trail of Bitcoin’s Creator. Co-author of the award-winning book Bezpieczeństwo współczesnej firmy (Security of a Modern Company).
Kancelaria Skarbiec holds top positions in the tax law firm rankings of Dziennik Gazeta Prawna. Four-time winner of the European Medal, recipient of the title International Tax Planning Law Firm of the Year in Poland.
He specializes in tax disputes with fiscal authorities, international tax planning, crypto-asset regulation, and asset protection. Since 2006, he has led the WGI case – one of the longest-running criminal proceedings in the history of the Polish financial market – because there are things you do not leave half-done, even if they take two decades. He believes the law is too serious to be treated only seriously – and that the best legal advice is the kind that ensures the client never has to stand before a court.
