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.
+48 22 420 59 59