In Poland there is a new obligatory Central Register of Ultimate Beneficiaries where all companies registered in Poland are obliged to submit information about ultimate beneficiaries till the 13th of July 2020. The deadline was actually prolonged by 3 months due to COVID-19.
The Central Register of Ultimate Beneficiaries collects information about ultimate beneficial owners, i.e. natural persons exercising direct or indirect control over the company.
One of the main tasks of CRUB is counteracting money laundering and terrorist financing. The goal behind establishing the registers is to secure the economic transactions, increase transparency and offer a possibility to check the contractors. Since 13th October 2019 everyone can check in the Register the identity of ultimate beneficiaries of contractors, meaning check who is really behind a given entity. Having accurate and current data on actual beneficiaries is crucial for preventing criminals from concealing their identity in a complex corporate structure.
According to Polish law, the ultimate beneficial owner is:
A natural person,
- who owns all or at least 25% of shares in a given company,
- or / and controls this company. In practise exercising control over a company means following situations:
1) a person has more than 25% of the total number of votes in the company’s decision-making body,
2) a person exercises control over a legal person who is entitled to a min. 25% shares, shares or votes,
3) in cases where the shareholding is dispersed and it is impossible to determine clearly who has a min. 25% of shares, the real beneficiary is a person (or persons) who has the rights to manage and represent the company (he is the founder, he belongs to the board of the company, etc.).
Reported information includes:
1. identification data of companies:
- (company) name,
- organisational form,
- seat,
- number in the National Court Register,
- VAT number;
2. identification data of the ultimate beneficiaries and members of the decision-making body or partners authorised to represent the company:
- name and surname,
- citizenship,
- country of residence,
- PESEL (Polish personal identification number) or the date of birth in the case of person does not have PESEL
- Information about the size and nature of shares or rights held by the ultimate beneficiary
The data is be submitted on Central Register of Ultimate Beneficiaries’ portal in the form of an electronic document with the template provided by the Ministry of Finance, and signed by a qualified electronic signature or ePUAP trusted profile, and submitted via website published by the Ministry of Finance.
The person required to report the information is the person authorized to represent the company according to the National Court Register, typically the Management Board Member(s).
There is a financial penalty of up to PLN 1,000,000 if the company fails to notify the beneficiary to the register.
