14.10.2019 Business law

Central Register of Beneficial Owners – key information

On 13 October 2019 new regulations on the Central Register of Beneficial Owners (CRBO) came into force in Poland. From this date the time limits to determine natural person(s) being beneficial owners, to gather the required information and report them to the CRBO started to run.

Central Register of Beneficial Owners – reporting deadline

The lime limits are 6 months following the entry into force of the regulations for the existing entities (i.e. from 13 April 2020) or 7 days following an entry of an obliged company to the National Court Register. Where data subject to notification have changed, the change should be notified within 7 days. The CRBO will be non-confidential and available to the public free-of-charge.  

Central Register of Beneficial Owners – which companies are concerned?

Pursuant to the Act on Counteracting Money Laundering and Terrorist Financing of 1 March 2018 (AML), entities obliged to submit and update information about beneficial owners will include:

  • general partnerships;
  • limited partnerships;
  • limited joint-stock partnerships;
  • limited liabilities companies;
  • simple joint-stock companies (will enter the Polish legal system from 1 March 2020);
  • joint-stock companies, except for public companies.

What data are to be reported to the Central Register of Beneficial Owners?

Obligatorily required information to be reported to the CRBO include: 

  • company identification data (company name, legal form, registered office, number in the National Court Register, NIP number);
  • identification data of beneficial owner and member of governing body or shareholder authorized to represent the company (name and surname, nationality, country of residence, PESEL number or, if not available, date of birth, information on the nature and extent of the beneficial interest held).

Information will be reported to the register through a website using a link on the Public Information Bulletin’s website for the Ministry of Finance to an electronic form to be signed with electronic signature or signature confirmed by ePUAP trusted profile. If the transmission is successful, a reporting entity will obtain official confirmation of receipt. If an obliged company finds an obvious typing error in the submitted notification, it should correct it immediately no later than within 3 business days of finding an error, and if the authority finds an obvious error – the authority orders the company to submit corrective notification within 3 business days of receipt of written notice.

Learn more: Central Register Of Beneficial Owners – severe penalties for failure to make an entry

Penalties for failure to notify or incorrect notification

Failure to provide information to the CBRO is threatened with a financial penalty of up to PLN 1,000,000.00, whereas for providing untrue data on beneficial owner, a reporting entity may be held liable for perjury

By way of reminder, please note that beneficial owner is a natural person or natural persons who exercise, directly or indirectly, control over a company through the powers held, which result from legal or actual circumstances, enabling exerting a critical impact on activities or actions undertaken by the company (e.g. a beneficial owner may be a natural person who effectively controls the Polish company in at least 25%).

How can we help you?

If you find it difficult to determine a natural person who should be notified to the CRBO, please let us know and we can assist you in the procedure of reporting beneficial owners to the CRBO. 

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