Central Register of Beneficial Owners – legal basis
Originally, the obligation to implement solutions designated to deter money loundering and financing terrorism was introduced by the European Directive 2015/849. In the performance of the European obligation, a Polish legislation has been created and it came into force on 13th of October of 2019. Central Register of Beneficial Owners has been operating in Poland since October 2019.
European Union has decided that solutions included in Directive 2015/849 had not been sufficient and in 2018 (via Directive 2018/843) the Union obliged member states to amend the previous solutions. In Poland, solutions firstly implemented in 2019 will be amended on 31st October 2021.
Central Register of Beneficial Owners – before the changes (until 31st October 2021)
Central Register of Beneficial Owners has been implemented in order to identify natural persons directly exercising control in a company or a partnership. The register is maintained in an electronic form. Register and acquisition of information is free of charge.
Generally, the ultimate beneficial owner should be considered a natural person who holds more than 25% of shares of a company – either directly or indirectly (e.g. if a person holds more than 25% of shares of a company A, and the company A holds more than 25% of shares of company B, then such a person will be considered an ultimate beneficial owner of the company A (directly) and the company B (indirectly). People authorised to represent the company or the partnership are also obliged to register in the CRBO.
The obligation to register in CRBO has been imposed on companies and partnerships that are being registered with the National Court Register (KRS), i.e.: general partnership (spółka jawna), limited partnership (spółka komandytowa), partnership limited by stock (spółka komandytowo-akcyjna), private limited company (spółka z ograniczoną odpowiedzialnością), joint-stock company (spółka akcyjna) and simplified joint-stock company (prosta spółka akcyjna). The registration needs to be done by a person authorised to represent the company. While filling the register form, such a person declares the authenticity of the data – under the penalty of criminal liability.
The registration shall be made within 7 days after the company/partnership was entered into the register of entrepreneurs of KRS (for the newly-made bodies) or within 7 days after the change (i.e. change in composition of the management board or composition of the group of shareholders). Saturdays and public holidays are not included in these 7 day periods.
Lack of register within the designated period might result in imposing a penalty amounting to 1 million PLN on a company or a partnership (what is important – this penalty is not imposed on the person authorised to represent the entity). Criminal liability is also possible, if the data is written incorrectly deliberately.
Information to be entered is limited to name and surname of the beneficiary, their nationality, their country of residence, their PESEL number or date of birth (if they do not hold a PESEL number) and information concerning the amount of their shares or an entitlement of a beneficiary.
Registration with the CRBO is conducted through the electronic means, so it requires having a trusted profile (ePUAP) or a qualified electronic signature.
Central Register of Beneficial Owners – after 31st October 2021
On 31st of October 2021 an amendment concerning wide changes of CRBO comes into force.
One of the most important changes is that the list of the entities obliged to register is extended by: trusts, limited liability partnerships (spółki partnerskie), European Economic Interest Groups (EEIG), European Companies (SE), cooperatives, European cooperatives, associations subject to register in the National Court Register and foundations.
Provision concerning the penalty up to one million PLN is also subject to change. Up until now, the penalty was imposed only in case of lack of register within 7 days. After 31st of October 2021 same penalty will be imposed also in case of providing the CRBO with incorrect data.
Entities registered with National Court Register before the amendment (i.e. 31st of October 2021) and that have not been obliged to register with the CRBO before the amendment comes into force will have to register within 6 months. Entities registered after 31st of October 2021 will have to register under the general rules – i.e. within 7 working days after the register with National Court Register.
Aleksandra Kostrzewa
paralegal