Pursuant to the provisions of the Money Laundering and Terrorist Financing Act of 1st March 2018 (the “Act”), a new public registry has been created – the Central Register of Beneficial Owners (the “Register”), which is an additional public registry to the currently existing ones. The majority of commercial law companies, including limited liability companies, will be obliged to submit information on the beneficial owner to the Register, within 6 months of the day the laws on the Register come into effect, i.e. no later than by 13 April 2020.
New companies will be obliged to submit relevant information within 7 days from the day of registration of the company in the register of entrepreneurs of the National Court Register. This obligation applies to companies entered into the register of entrepreneurs on 13 October 2019.
Changes in the information provided to the Register should be submitted within 7 days of the date of the change.
The term 'beneficial owner' is understood to mean a natural person or natural persons who control, directly or indirectly, a company through their powers arising from legal or factual circumstances and enabling them to have a decisive influence on the activities or actions taken by the company, or a natural person or natural persons on behalf of whom economic relationships are established or an occasional transaction is performed within the meaning of the Act.
Pursuant to the provisions of the Act, in the case of a limited liability company the following entities may be the beneficial owners:
- a natural person who is a shareholder of the company and owns more than 25% of the total number of shares in that company,
- a natural person who has more than 25% of the total number of votes in the company's decision-making body, including as a pledgee or a user or on the basis of agreements with other persons entitled to vote,
- a natural person controlling a legal person or legal persons who jointly own more than 25% of the total number of shares or jointly have more than 25% of the total number of votes in the company's decision-making body, including as a pledgee or a user or on the basis of agreements with other persons entitled to vote,
- a natural person controlling the company by having the status of the dominant entity in relation to that company (in accordance with Art. 3 par. 1(37) of the Accounting Act), or
- a natural person with an executive position in the event of a documented lack of possibility of determining, or doubts regarding, the identity of the aforementioned natural persons and in the event of the lack of suspicions concerning money laundering or terrorist financing.
In case of companies, the shareholders of which are legal persons, it will be necessary to check, whether there is an indirect beneficial owner (being a natural person), fulfilling the abovementioned criteria through connections to companies situated in the structure above the given Company.
Information to be submitted
The companies will be obliged to submit the following information to the Register:
1. The company's identification data:
- name (business name),
- organisational form,
- registered office address,
- number in the National Court Register (KRS),
- Tax Identification Number (NIP),
2. The identification data of the beneficial owner and member of a body or shareholder authorised to represent the company:
- first name and surname,
- country of residence,
- Personal Identification Number (PESEL) or date of birth - in the case of persons who do not have the PESEL number,
- information on the size and nature of interest or rights held by the beneficial owner.
a) Companies that fail to fulfil the obligation to submit the relevant information within the time limit set out in the Act will be subject to a fine of up to the amount of PLN 1,000,000.00.
b) The person filing the information on beneficial owners and updating such information is liable for damage caused as a result of submitting untrue data to the Register, and for failure to submit within the statutory time limit the data and changes of data that must be entered into the Register, unless such damage was caused as a result of force majeure or through the sole fault of the injured party or a third party for whom the person submitting and updating the information on beneficial owners is not responsible.
Taking into consideration that the capital groups possessing subsidiaries in Poland have often a complicated structure, we believe it is recommended to take steps aimed at determination of the beneficial owner with respect to your company as soon as possible, so that the necessary submission may be done within the appropriate deadlines.
Wiewiórski Legal offers support in the matters related to the Central Register of Beneficial Owners. Our specialists can help you for example with taking steps aimed at determination of the beneficial owner and with submission of information to the Register. Please contact us at [email protected] or +48 71 77 63 630