Polish regulations regarding registration of ultimate beneficiary owners entered into force
Poland Corporate Alert
In March 2018, a new act on counteracting money laundering and financing of terrorism was adopted in Poland (Journal of Laws 2018 item 723). Some provisions of this Act entered into force three months after the day of publication, but the provisions of Chapter 6, Art. 194 and art. 195 regarding the Central Register of Ultimate Beneficial Owners (CRUBO) entered into force on October 13, 2019. The purpose of the Act is to facilitate identification of contractors and avoid the risk of money laundering. The amendment was adopted in order to fulfill the obligations arising from EU Directive IV 2015/849 of 20 May 2015 on the prevention of the use of the financial system for money laundering or terrorist financing. For this purpose, the data collected in CRUBO are public and free available at https://crbr.podatki.gov.pl/.
Central Register of Ultimate Beneficial Owners is a register of information about persons exercising direct or indirect control in companies - the so-called beneficial owners. Therefore, all companies (except public and partner companies) from October 13, 2019 are required to report such people to CRUBO.
Who is the real beneficiary? The Act contains a very broad definition of the beneficial owner - it is a natural person or persons exercising direct or indirect control over a company through their rights arising not only from legal but also factual circumstances, enabling them to exercise decisive influence on the company's operations. For this purpose, each company is required to provide the following data of beneficial owners: name and surname, citizenship, country of residence, PESEL or date of birth as well as information on the size and nature of shares or rights held.
Notifications are made by individuals authorized to represent the company. The entity cannot appoint an attorney to submit a notification to CRUBO. Notification in the form of an electronic document bearing a qualified electronic signature or signature confirmed by the ePUAP profile together with a declaration of the accuracy of the information submitted shall be made on a form made available by the Minister of Finance by means of electronic communication.
Failure to comply with the new requirements is penalized. If the company submits the notification regarding data of the beneficial owners after the deadline or reports false data, persons authorized to submit the notification may be liable for damages or even bear criminal liability. In addition to personal penalties, a company may be subject to a fine of up to PLN 1,000,000 for failure to provide relevant data on time (Article 153 of the Act).
Companies founded before October 13 this year have time to submit their notification by April 13, 2020.
Companies that were established between October 13, 2019 and April 13, 2020 have only 7 days from the date of entry in the National Court Register to send the notification.
In the event of a change in the data of actual beneficiaries, the company has 7 days for electronic update in CRUBO.