Under the Polish Anti Money Laundering and Countering Financing of Terrorism Act of 1 March 2018, newly established companies and partnerships are required to submit information about their beneficial owners to the Central Register of Beneficial Owners from 13 October 2019, and existing entities must do the same from 13 April 2020. The register is public and accessible free of charge.
This obligation applies to registered partnerships, limited partnerships, joint-stock limited partnerships, limited-liability companies and joint-stock companies, and from March 2020 will also apply to simple stock companies. Public companies will not be required to register their beneficial owners.
A beneficial owner is one or more natural persons exercising direct or indirect control over a corporate entity pursuant to entitlements arising under legal or factual circumstances enabling them to exert a decisive influence over the actions of the entity. More specifically, a beneficial owner is:
- A natural person who is a shareholder owning greater than 25% of the total number of shares in a company, or if there is no such person, then a person holding over 25% of the total number of votes in the body constituting the company, including as a pledgee or usufructuary or on the basis of arrangements with others entitled to vote; or in the absence of such person:
- A natural person exercising control over a legal person or legal persons which together own more than 25% of the total number of shares in a company or together hold over 25% of the total number of votes in a body of the company, including as a pledgee or usufructuary or on the basis of arrangements with others entitled to vote; or in the absence of such person:
- A natural person exercising control through possession of the entitlements with respect to the company of a dominant entity within the meaning of the Accounting Act; or
- In the event of documented inability to determine the natural persons referred to above, or doubts concerning their identity, then a person holding a senior managerial position.
Registration of beneficial owners, and updates and corrections of submissions, are made via the website of the Ministry of Finance (https://www.podatki.gov.pl/crbr/) in electronic form (using electronic document template no. 2019/08/22/8410 from the Central Repository of Electronic Templates).
Submissions may be made only by a person authorised to represent the company, who confirms the correctness of the information under threat of criminal liability for filing false statements.
The filing must bear a qualified electronic signature or signature confirmed by a trusted profile in the ePUAP system. An official certification of proper filing can be downloaded the day after verification of the submission.
For the person making the filing, submitting false information entails criminal liability for filing a false statement, which is punishable by imprisonment from 6 months to 8 years (Criminal Code Art. 233 §6). Failure by a company or partnership to comply with the obligation to register a beneficial owner is punishable by a fine of up to PLN 1 million.
See also our guide on CRBR.
Danuta Pajewska, attorney-at-law, Radosław Kobrzyński, adwokat trainee, M&A and Corporate practice, Wardyński & Partners