Beneficial Owners Register in Poland

What is Central Register of Beneficial Owners in Poland?

The Polish Register of Real Beneficiaries (pl: “CRBR”) is new system of information introduced in October 2019 in Polish law. One of the main reason of setting out the Register of Beneficial Owners in Poland is counteracting money laundering and terrorist financing. Polish Government assumptions was having accurate and up-to-date data in a complex corporate structure of Polish commercial entities. The public nature of the register, enabling free access to information on real beneficiaries, also ensures greater control of information by society and contributes to increasing confidence in the financial market and economic participants.

Who is obligated to report data to the Polish Real Beneficiaries register?

The register collects data on the beneficiaries of following Polish corporate entities:

  1. General Partnership – (pl: “spółka jawna”);
  2. Limited Partnership – (pl: “spółka komandytowa”);
  3. Partnership limited by shares – (pl: “spółka komandytowo-akcyjna”);
  4. Limited Liability Company – (pl: “spółka z ograniczoną odpowiedzialnością”);
  5. Simple joint-stock Company – (pl: “prosta spółka akcyjna”);
  6. Joint-stock Company – (pl: “spółka akcyjna”).

Data to the Polish Central Register of Real Beneficiaries (“CRBR”) may be submitted only by a person authorized to represent the company enclosed in Commercial Register. Therefore,  it is not possible to entrust this task to other person – even licensed lawyer in Poland.

What is important, the report has to be signed by the representative of Polish company with Polish Trusted Profile (“EPUAP”) or qualified electronic signature. This is the main difficulty of submitting this report by foreigner investors. Polish Trusted Profile and qualified electronic signature has to be obtained in person in Poland.

The application to Beneficial Owners Register is submitted free of charge in electronic form on the website https://www.podatki.gov.pl/crbr/

When the report has to be submitted?

Companies in Poland that were registered in the National Court Register before the entry into force of the provisions on the Central Register of Real Beneficiaries (October 13, 2019) are required to submit report on beneficial owners by 13 April 2020.

However, Polish companies that were established after 13 October 2019 are obligated to submit the report no later than within 7 days from the date of entry into the National Court Register.

Sanctions for not reporting Beneficial Owner

Company in Poland, which despite the obligation, does not report the beneficial owner to register may be fined up to one million PLN.

Moreover, the person submitting information and updating it is also liable for damage caused by reporting false data to register, as well as failure to report data and data changes within the statutory deadline.

Persons representing a Polish company may also be subject to criminal liability in the event of a false declaration of the veracity of data entered in the register.

Beneficial Owner’s definition in Poland

Real Beneficiary definition is stipulated in Polish AML Act. It shall mean a natural person or natural persons who exercise, directly or indirectly, control over a company through the powers held, which result from legal or actual circumstances, enabling exerting a critical impact on activities or actions undertaken by a company or a natural person or natural persons, including:

  1. a natural person being the company’s stakeholder or shareholder holding the ownership title of more than 25% of the total number of stocks or shares of company,
  2. a natural person holding more than 25% of the total number of votes in the company’s governing body, also as a pledgee or a user, or under agreements with other persons authorised to vote,
  3. a natural person exercising control over a legal person or legal persons holding the ownership title of more than 25% of the total number of stocks or shares of the company or jointly holding more than 25% of the total number of votes in the company’s governing body, also as a pledgee or a user, or under agreements with other persons authorised to vote,
  4. a natural person exercising control over company, through holding, in relation to such legal person, powers referred to in Article 3(1)(37) of the Polish Accounting Act i.e.:
    • holding directly or indirectly a majority of the total number of votes in the decision-making body of the subsidiary, also on the basis of agreements with other voting right holders, exercising voting rights in accordance with the will of the parent undertaking, or
    • which is a shareholder in the subsidiary and authorised to manage independently financial and operational policy of the subsidiary, or through persons or entities appointed by it on the basis of an agreement executed with other voting right holders, holding on a basis of the articles of association or deed of incorporation, together with the parent undertaking, a majority of the total number of votes in a decision-making body, or
    • which is a shareholder in the subsidiary and authorised to appoint and dismiss a majority of members of management, supervisory, or administration bodies of the subsidiary, or
    • which is a shareholder in the subsidiary, in which more than one half of the members of management, supervisory, or administration bodies in the preceding financial year, in the current financial year, and until drawing up financial statements for the current financial year, are persons appointed to perform these functions as a result of the exercise of voting right by the parent undertaking in the subsidiary’s bodies, unless another entity or person holds rights referred to in points (a), (c), or (e), or
    • which is a shareholder in the subsidiary and authorised to manage independently the financial and operational policy of the subsidiary, on the basis of an agreement executed with the subsidiary, articles of association or deed of incorporation of the subsidiary;
  5. a natural person holding a senior management position, in the case of documented lack of possibility to determine the identity, or doubts regarding the identity of natural persons defined in the first, second, third and fourth indent, and in the case of failure to confirm the suspicion of money laundering or terrorist financing.

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