act legal covers all major European business centres.
Warsaw | Amsterdam | Bratislava | Bucharest | Budapest | Frankfurt | Milan | Prague | Vienna
meet us at www.actlegal.com

x

Legal alert

New obligations of partnerships and companies: Central Register of Beneficial Owners

The Central Register of Beneficial Owners (hereinafter referred to as the “Register”) is supposed to be implemented in Poland on October 13, 2019. This is related to the Anti-Money Laundering and Counter-Terrorism Financing Act, which came into effect as of July 13, 2018 (the “AML Act”).

The establishment of the Register will entail additional obligations for partnerships and companies, as well as the possibility to impose a financial penalty for failure to meet those obligations.

Below you will find key assumptions related to the Register:

1. Partnerships and companies (except for professional partnerships [PL: spółki partnerskie] and public companies, as defined in the Act of July 29, 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Public Companies) will be obliged to become listed in the Register.

2. Relevant submissions can be made by individuals authorized to represent partnerships/companies.

3. Entities which entered the National Court Register until October 13, 2019 will have to apply for an entry in the Register until April 13, 2020. Entities which entered the National Court Register after October 13, 2019 will have to apply for an entry in the Register within 7 business days of becoming listed in the National Court Register.

4. Submissions need to include the following:
a) the applicant’s own details, i.e. business name, legal form, registered office, KRS (National Court Register) number, and NIP (tax identification number); and
b) details of the beneficial owner and member of a corporate body or shareholder authorized to represent the partnerships/companies listed in article 58 of the AML Act, i.e. first and last name, nationality, country of residence, PESEL or date of birth (if no PESEL number has been assigned), and information about the shares or interest held by the beneficial owner.

5. In order to simplify the definition of the “beneficial owner,” provided in the AML Act, and for the purposes of this legal alert, we can assume that the beneficial owners of partnerships/companies are individuals who directly or indirectly hold over 25% shares/voting rights (incl. as a pledgee or user, or on the basis of arrangements with other holders of voting rights). In case it is impossible to determine (or there are doubts as regards) the identity of beneficial owners (e.g. due to a dispersed shareholding structure), and there is no suspicion of money laundering or financing of terrorism with respect to a given entity, it is presumed that the beneficial owners are individuals who hold senior management positions.

6. Along with the registration application, it is necessary to file a statement of accuracy of the data submitted with the Register. Such statement is subject to criminal liability for fraudulent misrepresentation.

7. The person submitting information about beneficial owners and updates to such information bears liability for damages resulting from publication of inadequate data with the Register.

8. The Register will be publicly available. The data included in it will be covered by the presumption of truthfulness. Information about beneficial owners can be obtained free of charge.

9. A partnership’s/company’s failure to meet the obligation to apply for an entry in the Register carries a fine of up to PLN 1,000,000.00.

Objectives of the Register:
1. Ensuring greater transparency of commercial transactions in Poland and across EU.
2. Identifying potential criminals or those who evade taxation by hiding behind complex corporate structures.
3. Offering access to comprehensive information about potential business partners.
4. Boosting the society’s trust in the reliability of the financial system and financial transactions.

It seems, however, that the Register will not be established until the deadline specified in the AML Act. As of the alert date, the Ministry of Finance released an announcement that the expected start date of the public tender for the Register’s implementation is Q4 2019.

In case of any questions about the issues presented herein or other AML or counter-terrorism financing matters, please feel free to get in touch with us.

Contact
Rafał Smolik
Associate
rafal.smolik@actlegal-bsww.com
+48 22 420 59 59

19.07.2019

Udostępnij

Related news

News

Jacek Bieniak among the authors of the 8th edition of the commentary to the Commercial Companies Code

The 8th edition of the commentary to the Commercial Companies Code, published by Wydawnictwo C.H.Beck was released to Polish bookstores at the beginning of April. The new edition takes into account the latest amendments to the Code of Commercial Companies, including cha...

Marek Miszkiel nowym szefem praktyki

News

Marek Miszkiel promoted to head the Litigation and Arbitration practice

Huge congratulations to Marek Miszkiel on becoming the new Head of Litigation and Arbitration at act BSWW legal & tax! Marek joined act BSWW legal & tax legal & tax in 2014. He specializes in commercial disputes and bankruptcy and restructuring proceeding...

News

act BSWW legal & tax advises STRABAG Real Estate on sale of real estate in Szczecin

In line with its current investment strategy focusing on large development projects located in Warsaw and Kraków, STRABAG Real Estate is selling selected smaller real estate assets in Poland. One of such properties is a land lot in Szczecin, intended for investment purp...

News

act BSWW legal & tax recommended in The Legal 500 EMEA 2022

We are pleased to announce that in the latest edition of The Legal 500 ranking act BSWW legal & tax was distinguished in 7 categories: Construction Capital Markets Real Estate White-Collar Crime Dispute Resolution Commercial, Corporate and M&...

News

act BSWW legal & tax advises SATOIA S.A. on purchase and subsequent sale of real estate in Kąty Wrocławskie.

act BSWW legal & tax advised its client on the purchase and subsequent sale of real estate intended for a warehousing and logistics facility in Kąty Wrocławskie, with a total area of over 8 ha. Our team assisted the client throughout the process of purchasing and...

News

Get the RET right. The tax side of real estate.

Periodic newsletter for the Real Estate sector It is possible to categorize uncollectible receivables from any type of guarantee issued by a bank (rather than exclusively from loans) as tax-deductible expenses, according to the ruling issued on March 09, 2022 by the Su...

View all