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act BSWW assists Adventum in purchase of Renaissance Plaza

Adventum International, a global property investment fund, has acquired Renaissance Plaza. The office building is located right next to Wola – the fastest-growing quarter of Warsaw. This is the fund’s second investment in Poland within just four months, following the June purchase of Poznań Financial Centre.

Renaissance Plaza is a 7-storey B+ class building with a total area of 10,000 m2, located in the Wola district of Warsaw, close to Rondo Daszyńskiego, the city’s most rapidly growing section. The building is fully occupied by Orange Polska S.A. It was extended in 1998 and underwent substantial renovation in 2016.

Adventum QUARTUM, a Maltese investment fund, acquired the building from REInvest Asset Management.

“Under the Adventum QUARTUM fund we intend to utilise a further EUR 150 million in the forthcoming months for office and retail properties with special focus on Poland. We are glad to have undertaken our second such transaction with REInvest Asset Management,” says Andras Marton, Director at Adventum International.

act BSWW was advising its client throughout the process of acquisition of Renaissance Plaza. The scope of services included a due diligence review of the property, preparation of transaction documents, as well as support in negotiations and transaction advisory.

The project team was led by Marek Wojnar (Managing Partner) and Marta Kosiedowska (Partner). They were supported by Michał Sołtyszewski (Partner).

“It is the second out of several transactions on which we have advised Adventum International,” says Marta Kosiedowska.

“We are pleased to have won the client’s trust and to take part in building our Client’s investment portfolio in Poland,” adds Marek Wojnar.

Deloitte supported the purchaser within the scope of financial advisory. The seller was supported by MFC Real Estate and CMS Cameron McKenna.

act BSWW panel and workshops during Corporate Bonds Conference

The 6th Corporate Bonds Conference was held in Warsaw on October 21-22, 2019.

Once again act BSWW served as the event’s partner.

Piotr Smołuch, Managing Partner, moderated the panel named “Corporate Bonds Market in view of SMEs – the nature of bond issues and credit risk, especially the costs, collaterals and standards of risk evaluation.”
The discussion was attended by:
• Iwona Załuska, President of the Management Board, Partner, Upper Finance Consulting
• Magdalena Śniegocka, Investment Director, Credit Value Investments
• Łukasz Gerbszt, Deputy President of the Management Board, Q Securities
• Jakub Salwa, Partner, act BSWW

Additionally, Piotr Smołuch (Managing Partner) and Jakub Salwa (Partner) ran workshops on different types of security interests for bonds. The scope of workshops covered the following:
• Types of security interests/collaterals
• Security interests that can be implemented in specific financing structures (incl. collateral lending and project finance)
• Important contractual clauses that make it possible to effectively pursue security interests
• Efficiency of security interests as regards proceedings related to the debtor’s insolvency

The Corporate Bonds Conference integrates the professionals and institutions involved in this market. The idea behind the event is to create an opportunity to meet, share experiences and get practical knowledge from experts who are active in the corporate bonds market.

Except for speeches of individuals who have a substantial impact on this market, the Corporate Bonds Conference offers a chance to participate in expert workshops, gain practical knowledge and discuss experiences with specialists in various fields, who are fully committed to their work in narrowly-defined areas of expertise, related to debt issued by businesses.

The details are available here.

act BSWW partners with Financial Market Regulation Conference

The 6th Financial Market Regulation Conference, FinReg 2019, was held in Warsaw on October 17-18, 2019.

act BSWW served as the event’s partner.

Piotr Smołuch, the law firm’s Managing Partner, was the panelist in the session named “New securities trade regulations – the impact of legal changes on the corporate bonds market.”

FinReg is attended by experts from supervisory authorities and entities operating in the financial market. The conference offers a chance to share knowledge and experience, as well as to discuss and solve current problems related to the applicable regulatory system and its stability in Poland and the European Union.

The details are available here. 

Central Register of Beneficial Owners: new obligation for companies since October 13, 2019

Effective as of October 13, 2019, the Anti-Money Laundering and Counter-Terrorism Financing Act of March 01, 2018 (Dz. U. / Journal of Laws of 2019, item 1115, hereinafter referred to as the “AML Act”) introduces regulations that implement the Central Register of Beneficial Owners (“CRBO”) and the obligation to provide and update information related to companies and their beneficial owners in CRBO.

The aim of the above is to increase the efficiency of the anti-money laundering system, as well as to adjust the Polish legal regulations to international standards.

Entities obliged to provide information about beneficial owners

Most types of Polish commercial companies/partnerships are obliged to provide and update information about beneficial owners, i.e.:
• ordinary partnership [spółka jawna];
• limited partnership [spółka komandytowa];
• partnership limited by shares [spółka komandytowo-akcyjna];
• private limited liability company [spółka z ograniczoną odpowiedzialnością];
• joint-stock company [spółka akcyjna], excl. public companies.

The obligation will also apply to simplified joint-stock companies after the introduction of this legal form into the Polish legal system.

What type of information should be reported to CRBO?

A CRBO submission should include:
• company details: name, legal form, registered address, KRS [National Court Register] number and NIP [Tax Identification Number];
• details of the beneficial owner and member of a corporate body or shareholder authorized to represent the partnership/company: first and last name, PESEL or date of birth (if no PESEL number has been assigned), nationality, country of residence, and information about the shares or interest held.

The person filing the submission has to make a representation that the data provided is true, subject to criminal liability for fraudulent misrepresentation.

Conditions, deadlines and manner of data submission with CRBO

Entities which entered the National Court Register until October 13, 2019 will have to apply for an entry in CRBO within 6 months of its implementation, i.e. until April 13, 2020.

Entities which enter the National Court Register after October 13, 2019 will have to file a CRBO submission within 7 business days of becoming listed in the National Court Register. In case any information changes, this should be reported within 7 days of the change date (Saturdays and bank holidays are not included).

A CRBO submission should be filed by an individual authorized to represent the company. Pursuant to the Regulation of the Minister of Finance of May 16, 2018 on the Reporting of Beneficial Owners (Dz. U. / Journal of Laws of 2018, item 968), which comes into effect as of October 13, 2019, submissions should be filed free of charge through a website. They need to feature a qualified electronic signature or one verified with an ePUAP trusted profile.

Who is the beneficial owner?

In order to determine the beneficial owner, it is necessary to thoroughly analyze the definition provided in the AML Act. Pursuant to article 2 section 2 item 1 of the AML Act, beneficial owners include physical persons who have direct or indirect control over a given entity. In order to establish the beneficial owner of a specific company, it is first necessary to check whether there are any individuals who hold at least 25% of shares/voting rights (whether directly or indirectly, through other companies, incl. as a pledgee or user). In case of a complex structure, where voting rights are exercised by a pledgee or user, or in case of structures that involve investment funds or companies located outside Poland, a more detailed analysis might be necessary to identify the beneficial owner.

Access to information from CRBO

Information about beneficial owners, available in CRBO, can be obtained free of charge, upon request. Such information will be provided electronically, within 5 minutes of an application submission (for the up-to-date status) or until the end of the next business day (for information covering a specific period).


Irrespective of criminal liability for fraudulent representation (borne by of individuals who file statements), companies that fail to meet the obligation to provide information to CRBO may be charged with a fine of up to PLN 1,000,000.00.

If you are interested in further details of how beneficial owners are determined, or need assistance in preparation and implementation of anti-money laundering and counter-terrorism financing procedures at companies to which the AML Act applies, please feel free to get in touch with us.


Aleksandra Sztajer
+48 22 420 59 59

What legal forms are available to businesses seeking to protect shared interests?

Jacek Bieniak, Managing Partner at act BSWW, delivered a presentation on the legal forms of export joint ventures during the Footwear and Leather Business Forum.

Other topics discussed during the Forum included the current conditions and outlook in the leather sector in Europe, as well as measures to stop poor-quality goods from entering the market and secure fair competition.

The event was organized by the Polish Chamber of Shoe and Leather Industry. It was held on 10 October 2019 in Warsaw.

Learn more about the Forum.