New reporting obligation for companies

15 December 2019

Obligation to register beneficial owners

Recent amendments to the Counteracting Money Laundering and Terrorism Financing Act impose an obligation to register persons who formally or beneficially control business entities in what is known as the “Central Register of Beneficial Owners” (the "Register"). The Register is open, public, free of charge and is controlled by the Minister of Public Finance.  See below for a brief overview of new responsibilities.

Who is subject to the registration obligation?
The obligation to register and update information in the Register applies to general partnerships, limited partnerships, partnerships limited by shares, limited liability companies and joint stock companies (except public companies).

Who is a beneficial owner?
A beneficial owner is one or more natural persons who directly or indirectly control the company by virtue of powers vested in them as a result of legal or factual circumstances, which enable them to exert a decisive influence on activities undertaken by the company (including natural persons), each of whom:

  • is a shareholder of the company, holding more than 25% of the total number of shares in the company;
  • holds more than 25% of the total number of votes in a corporate authority of the company, including as a pledgee or usufructuary, or under agreements with other persons entitled to vote;
  • controls a legal person or legal persons jointly owning more than 25% of the total number of shares in the company, or jointly holding more than 25% of the total number of votes in a corporate authority of the company, also as a pledgee or usufructuary, or on the basis of agreements with other persons eligible to vote;
  • exercises control over the company by holding such rights as entitle it to be its parent company;

or

  • holds a senior executive position in the company – if there is documentary proof that the identity of the natural persons specified above cannot be established or is doubtful.

Registration
The registration may be made by the company’s authorized signatories by completing a form in the ICT system (available at https://crbr.podatki.gov.pl/adcrbr/#/utworz-zgloszenie), using a qualified electronic signature or a trusted ePUAP profile.

Registration deadlines in the Register
Companies registered in the National Court Register ("KRS") after 13 October 2019 must submit an application to the Register within 7 days of their date of registration in the KRS. Companies registered in the National Court Register on or before 12 October 2019 are obliged to submit an application to the Register by 13 April 2020.
Each change in the data in the Register should be notified within 7 days of the change taking place.

Sanctions
The maximum fine for failure to report or update data in the Register is PLN 1,000,000. Reporting false data carries criminal liability for misstatement, and the person found guilty of so doing is liable to imprisonment for a period from 6 months to 8 years.