13 July 2018 was the effective date of the Act of 1 March 2018 on counteracting money laundering and terrorism financing (Dz. U. of 2018, item 723). Introduction of new regulations, according to the justification of the bill, is aimed at adjusting Polish legislation to the provisions of the directive of the European Parliament and of the Council (EU) 2015/849, as well as the amended recommendations of the FATF (The Financial Action Task Force).
The current act defines the beneficial owner as (i) a natural person or persons directly or indirectly exercising control over the client through the rights held, where such control may arise from legal or factual circumstances and is to enable to exert decisive influence on the actions and steps taken by the client or (ii) a natural person or persons on whose behalf business relations are established or the so-called occasional transaction is executed (other details in Article 2 clause 2 point 1 of the act under consideration).
The new act provides for creation of an ICT system – Central Register of Beneficial Owners (CRBO) to be used to process information about beneficial owners of companies and partnerships. The Register will start to function under Polish law on 13 October 2019 and it will be public. Information about beneficial owners collected in the Register will be made available free of charge.
Entities obliged to submit and update information about beneficial owners will include: general partnerships, limited partnerships, limited joint-stock partnerships, limited liability companies and joint-stock companies, except for public companies in the meaning of the Act of 29 July 2005 on public offering, conditions governing the introduction of financial instruments to organised trading and public companies.
The submitted information will include identification details of the above companies (i.e. name (business name), organisational form, registered seat, number in the National Court Register, Tax Identification Number (NIP)) and identification details of the beneficial owner and member of the governing body or partner authorised to represent such entities (name and surname, nationality, country of residence, Personal Identification Number (PESEL), and in the case of its lack the date of birth). Individuals authorised to represent the company will be obliged to submit data to the Register.
Such information should be submitted to the Register free of charge by means of electronic communication, not later than within 7 days from company’s entry in the National Court Register, and in the case of a change of already provided information – within 7 days from the change. Entities already entered in the National Court Register at the time of register opening will be obliged to submit the required information within 6 months following the effective date of the regulations concerning the register (namely until 13 April 2020).
The notification will have to include a statement of the person submitting information to the Register on its genuineness. The person submitting information about beneficial owners will be liable for damage caused as a result of provision of false data. Entities obliged to submit information which fail to perform this obligation within the statutory time limit may be subject to a fine of PLN 1,000,000.
The procedure for submission of notifications to the Register has been described by the Minister of Justice in the regulation of 16 May 2018 on submission of information about beneficial owners. The regulation will come into effect on 13 October 2019.
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