Deadline postponed, but still mandatory: Submission to Central Register of Beneficial Owners in Poland

Definition and deadlines

On October 13, 2019, pursuant to the Act of March 1, 2018. on counteracting money laundering and terrorist financing, a central register of a beneficial owners was introduced in Poland - an Information- and communication technology (ICT) system that collects and processes data on beneficial owners.

The current date of fulfilling obligation (13th April 2020) due to Covid-19 crises was announced by Polish Ministry of Finance to be postponed until July 2020. In the case of new companies, the information should be submitted no later than within 7 days from the date of entry into the National Court Register, and changes to the information submitted should be submitted no later than within 7 days from the date of entry into the National Court Register.
As intended, the register will be public and all information contained therein will be made available free of charge via electronic means of communication.

The Act defines a beneficial owner as a natural person or natural persons exercising direct or indirect control over the client by virtue of their legal or factual powers which enable them to exercise decisive influence over the actions or activities undertaken by the client or the natural person or natural persons on whose behalf the business relationship is established or an occasional transaction is carried out.

Who is the beneficial owner?

In the case of a client which is a legal person other than a company, whose securities are admitted to trading on a regulated market which is subject to disclosure requirements under the laws of the European Union or equivalent laws of a third country, the following should be considered as the beneficial owners:

• natural person being a shareholder or a stockholder of the company, who has the right of ownership of more than 25% of the total number of shares of this legal person,
• natural person holding more than 25% of the total number of votes in the body constituting of the company, also as a pledgee or user, or on the basis of agreements with other persons entitled to vote,
• natural person exercising control over a legal person or legal persons jointly entitled to ownership of more than 25% of the total number of shares in the company, or jointly holding more than 25% of the total number of votes in the company's body, also as
• pledgee or user, or on based on agreements with other persons entitled to vote,
• natural person exercising control over the company by holding in relation to it the rights referred to in Article 3 section 1 item 37 of the Accounting Act of 29 September 1994 (Journal of Laws of 2019, item 351), or
• natural person holding a senior management position in company bodies in the event of a documented inability to determine or doubt as to the identity of natural persons referred to in the above points and in the event of no suspicion of money laundering or terrorist financing.

As regards the trust client, the beneficial owner is:

• founder
• trustee
• supervisor, if appointed
• beneficiary
• another person exercising trust control

In relation to a client who is a natural person pursuing a business activity and for whom there is no indication or circumstance that could indicate that another natural person or natural persons have control of him, that client shall be deemed to be a beneficial owner at the same time.

The Act classifies companies whose data on the beneficial owners are collected in the register as:

• general partnerships,
• limited partnerships,
• limited joint-stock partnerships
• with limited liability;
• simple joint-stock companies (from 1 March 2020)
• joint stock companies, except public companies within 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 (Journal of Laws of 2019, item 623).

Notification to the Registry and its update cannot be made by a proxy, the person authorized to represent the company is obliged to perform these activities. The application shall be submitted in the form of an electronic document bearing a qualified electronic signature or signature confirmed by an ePUAP (Electronic Platform of Public Administration Services) trusted profile and containing the declaration of the person submitting to the Registry about the veracity of the information submitted.

Liability for the data

According to art. 68. of the Act, it is presumed that the data entered in the Register are true. The person submitting information on actual beneficiaries and their updates is liable for damage caused by reporting false data to the Registry, as well as failure to report data and changes to data entered in the Register within the statutory deadline, unless the damage resulted from force majeure or solely due to the fault of the injured party or a third party for whom the person submitting the information about actual beneficiaries and their updates is not responsible.

Failure to comply with the obligation to notify about the beneficial owners within the prescribed deadline entails the risk of imposing a fine of up to PLN 1 000 000.

How can InterGest Polska support you?
If you have any questions in terms of the Central Register of Beneficial Owners, need guidance or support, please do not hesitate to contact our experts.


Contact:
Aleksandra Serafin
Tax advisor
Phone: +48 696 423 820
E-mail: aleksandra.serafinintergest.com