Introduced by the new law of 1.03.2018 on anti-money laundering and financing of terrorism (the so-called AML law), Central Register of Real Beneficiaries (CRBR).. will start operating as early as October 13, 2019. Obligated entrepreneurs should pay special attention to this date, if only because the mechanism of sanctions provided for failure to meet the registration obligation is very extensive, and the amount of the fine can reach up to one million zlotys.
- Who is the Actual Beneficiary?
This is an individual or individuals who directly or indirectly exercise control over an entity, person or persons on whose behalf economic relations are established or an occasional transaction is carried out. Importantly, a beneficial owner is only a person or persons who have real power to exercise decisive influence over the actions or activities of an entity, person or group of persons. Thus, it is the person or persons who directly or indirectly control the company. A real beneficiary in the case of a legal entity is, for example, an individual who is a shareholder of the client and has ownership rights worth more than 25% of the total number of shares of the client, also 25% of the total number of votes in the client's governing body (also as a pledgee user, party to an agreement, etc.), a person who exercises real control, etc.
- Who will be affected by the registration obligation?
- General Partnerships,
- Limited Partnerships,
- limited joint-stock partnerships,
- limited liability companies,
- joint-stock companies.
Excluded from the obligation are public companies, which, regardless of the creation of the CRBR, have long had to publish on their websites information about each shareholder who has more than 5% votes from their shares.
- How to fulfill the registration obligation?
- Companies already in existence as of 13/10/2019. will have to identify the beneficial owner, after which they will have to report their data electronically to the CRBR by April 13, 2020, which is within six months of the start of the Registry's operation.
- Companies that will be established after 13/10/2019. will have only 7 days to do so, counting from the day the company is registered.
In addition, it should be remembered that in the event of a change in the beneficial owner, the company is required by law to update its data in the CRBR each time within 7 days of registering the changes.
- What data does the CRBR cover?
CRBR includes the following data of the actual beneficiary:
- Name, surname;
- PESEL number or date of birth;
- Nationality;
- Country of residence;
- Information on the size and nature of the shareholding in a particular company.
The CRBR will be public, anyone can access it for free.
- What is the liability for not fulfilling the obligation?
Financial liability of up to PLN 1,000,000 for failure to report information on beneficial owners to the CRBR within the timeframe specified by the law is borne by the obligated companies. However, special attention should be paid to cases where the persons responsible for failure to notify the beneficial owner , or making it too late, will be persons authorized to represent obligated companies. In the aforementioned situations, they will be liable for financial penalties imposed on the company. If, on the other hand, the company's representative makes a false statement about the veracity of the data reported to the CRBR, thereby exposing himself to criminal liability.
In order to avoid the risk of missing the deadline for submitting the statement to the CRBR, and thus avoid severe financial penalties, We recommend that you identify the persons in control of your companies as soon as possible, this is especially true for companies with a widely developed ownership structure, where the process can prove to be significantly prolonged.
