Five days left to register the beneficial owner with the CRBO

Companies registered in the National Business Register before 13 October 2019 have only five days to register their beneficial owner with the Central Register of Beneficial Owner (the “CRBO”).

We wish to remind you that the Act of 1 March 2018 on Anti-Money Laundering and Terrorist Financing (hereinafter the ‘Act’) initially provided for an obligation to report the beneficial owner of the company by 13 April 2020. Due to the introduction of the state of epidemic, the Anti-Crisis Shield 1.0. postponed the deadline for reporting information about the beneficial owner to CRBO.

The deadline for reporting the beneficial owner to the CRBO by companies registered with the National Business Register before 13 October 2019, was postponed until 13 July 2020.

Therefore, we remind you the most important information about the beneficial owner and the Central Register of Beneficial Owners.

Check if you are required to report the beneficial owner

According to the Act:

  • general partnerships,
  • limited partnerships,
  • limited joint-stock partnerships.
  • limited liability companies,
  • joint-stock companies, except for public companies

are required to report information on beneficial owner and update it.

What data should be provided in the notification to the Central Register of Beneficial Owners?

The information to be notified to the CRBO falls into two categories. The first category includes identification data of companies which are required to provide and update information on beneficial owners. The identification data are: business name (company), organisational form, registered office, as well as National Business Register and Tax Identification numbers.

The second category of data includes identification data of the beneficial owner and a body member or a shareholder entitled to represent the obliged companies. Data to be reported are: name and surname, citizenship, country of residence, personal identification (PESEL) number or date of birth (where no PESEL number has been given), as well as information about the volume and nature of the share held by the beneficial owner or entitlements vested in them.

Who is the beneficial owner?

The beneficial owner is always a natural person or natural persons who directly or indirectly control the company through their rights resulting from legal or factual circumstances and enable that person(s) to exert decisive influence on the activities or actions undertaken by the client or one or more natural persons on behalf of whom business relations are established or an occasional transaction is performed. In the case of companies that are legal persons, the beneficial owner is in particular a natural person who is a shareholder in a company and who holds more than 25% of the total number of shares in that company.

Although the provisions of the Act contain a definition of the beneficial owner, the application of these provisions may cause difficulties in practice. In particular, determining the beneficial owner may be problematic in the case of companies that have an extensive capital structure or whose statutes confer special rights on certain entities.

How to make a notification to the CRBO?

A notification of the beneficial owner to the CRBO is signed by a person authorised to represent the company. Such a notification is submitted in the form of an electronic document and should be accompanied by a qualified electronic signature or a signature confirmed by the ePUAP trusted profile.

What should be taken into account when reporting the beneficial owner?

The notification to CRBO contains a declaration of the person making the entry about the veracity of information reported to the CRBO. This declaration is made under the pain of criminal liability for making a false declaration.

What are the financial sanctions?

Failure by the company to provide the CRBO with information on beneficial owner is punishable by a fine of up to PLN 1,000,000.

How can we be of help?

For many years our Law Firm has been providing legal assistance in the implementation of necessary procedures to prevent money laundering and terrorist financing. We provide support in adapting companies’ activities to the requirements of the Act and carry out legal audits in order to verify the correctness of implemented procedures and the fulfilment of statutory obligations.

We also point out that before making a notification, it may be necessary to carry out several additional activities, e.g. related to obtaining qualified electronic signatures for persons representing the company.

Our Law Firm offers our Clients assistance in the implementation of the obligation to report information about the beneficial owner to the CRBO.

If the company you manage is subject to mandatory reporting to the CRBO, we encourage you to read our publication “Reporting the beneficial owner in three steps”. More information may be found at KPMG Spot:

https://kpmgspot.pl/produkt/zgloszenie-beneficjenta-rzeczywistego-w-trzech-krokach/

Publication is available Polish only.

If you are interested in more detailed information on the above-mentioned issues, please contact us.

Information contained in this publication is of general nature and does not relate to the situation of a particular company. Due to frequent changes in Polish legislation, we kindly request that you make sure that on the day you are reading this publication the information contained therein is still up to date. We suggest that you consult our advisers before making any decisions.