The Central Register of Beneficial Owners is a public register maintained by the Polish Minister of Finance, established pursuant to the EU’s 4th Anti–Money Laundering Directive (2015/849). The register has been in operation since autumn 2019, but in connection with harmonisation of provisions on disclosure of information on beneficial owners under EU legislation it is undergoing changes and improvements. Further modifications were made on 9 March 2023.
The Ministry of Finance has carried out maintenance work and launched a new interface for filling out applications for submission to the Central Register of Beneficial Owners (CRBR). The following key changes have been made to the register:
- The “Search” module has been adjusted to comply with the current executive regulations.
- The form used to transmit reports of information on beneficial owners to the register was modified primarily with regard to the description of rights other than direct or indirect ownership.
- The form for reporting discrepancies has been upgraded for reporting information involving more than one entity.
From the perspective of day-to-day business operations, the modification regarding the search for filings made by entities required to disclose information on beneficial owners is important. With these changes, an extract can be generated from the register showing both all changes disclosed by an entity in the register, as well as changes introduced in specific periods.
Before, it was difficult to obtain information about previous submissions made by an entity. Archived filings could be searched through the module used to create new applications, but it was not possible to generate a copy showing all submissions.
This improvement allows users to obtain full information on the structure of beneficial owners disclosed by entities in the register. The change also makes it easier to control the proper reporting of changes and amendments to filed applications—from now on, generating full ownership structure information is as easy as downloading a full copy from the National Court Register.
Also, the method of describing the rights of persons disclosed in the register as tangible beneficial owners with rights other than direct or indirect ownership seems to be an important improvement. The form has been modified so that users can choose a description of powers from the proposals indicated by the ministry:
- Natural person holding a senior management position, as referred to in Art. 2(2)(1)(5) of the AML Act
- Natural person referred to in Art. 2(2)(1)(4) of the AML Act
- Natural person holding a senior management position in an entity of superior rank (e.g. parent company)
- Natural person exercising control on behalf of the supervisory authority
- Other person.
Only after selecting the “other person” category will applicants have to provide their own description of the beneficial owner’s powers (as was previously the case when selecting “other powers”). This modification improves the functionality of the register and reduces the risk of inaccuracies in descriptions.
In relation to these changes, applications (in the .xml format) prepared before 9 March 2023 and not yet submitted to the register will not be loaded by the system. In this regard, we should remind readers to update applications that, for various reasons, have not yet been loaded into the Central Register of Beneficial Owners.
Danuta Pajewska, attorney-at-law, Oliwia Kruczyńska, M&A and Corporate practice, Wardyński & Partners