On 13 October 2019, the provisions of the act on counteracting money laundering and terrorist financing became effective. The provisions are part of the Central Register of Real Beneficiaries (CRBR). The purpose of the register is to collect and process data on real beneficiaries which may be difficult to define.
Who is the real beneficiary?
In the broadest sense, this term refers to individuals who exercise control over the company, and exercise decisive influence over its operations and the business relationships, to the members of the management board, to shareholders who hold more than 25% of the company’s shares or more than 25% of the votes, and to persons who exercise control over such individuals.
Who is covered by the new obligation?
- Spółki jawne [general partnerships]
- Spółki komandytowe [limited partnerships]
- Spółki komandytowo-akcyjne [limited joint-stock partnerships]
- Spółki z ograniczoną odpowiedzialnością [limited liability companies]
- Spółki akcyjne [joint stock companies] (except public companies)
Who should make the entry?
The entry should be made by person(s) authorised to represent the company, in accordance with the rules of representation disclosed in the National Court Register. This action may not be entrusted to another person.
By what date the entry should be made?
Entities which were listed in the National Court Register at the time when CRBR was established are required to make the entry within 6 months, i.e. by 13 April 2020 at the latest.
If a new company was formed and entered into the National Court Register after 13 October 2019, the entry should be made within 7 days from the date of the entry into the National Court Register.
Where it is necessary to update the reported data, the 7-day time limit shall also apply. In the case of personnel changes, this period starts from the occurrence of the event which resulted in such changes, e.g. entering into a share purchase agreement. Where the manner of representation of the company or the amount of its share capital has changed, this period starts from the entry into the National Court Register.
Saturdays and public holidays are not included in the 7-day time limit.
How to report the real beneficiary to CRBR?
The entry into the CRBR should be made in an electronic form on https://www.podatki.gov.pl/crbr/. The entry must bear a qualified electronic signature or a signature validated by the ePUAP Trusted Profile.
In accordance with the act, the minister in charge of public finance was obliged to create an entry form. The electronic document model is available in the Central Repository of Electronic Document Models, document model No. 2019/08/22/8410.
What kind of information will be provided to CRBR?
1. Company data:
- Name (business name)
- Organisational frame
- Registered office
- Number in the National Court Register
- NIP [VAT No.]
2. Data of the real beneficiary and the member of the body or partner authorised to represent the company:
- Name and surname
- Country of residence
- PESEL [Personal Identification Number], or place of birth if the person does not hold PESEL
- Information on the amount and nature of the shares or powers exercised by the real beneficiary
The register shall be public and free of charge. The information contained in the register shall be presumed accurate.
What if I provide untrue data or fail to make the entry?
As provided for in the act, both the company and the person making the entry shall be deemed liable in this respect.
The company shall bear administrative liability for failure to make the entry on time, i.e. be subject to a fine of up to PLN 1,000,000.
The person making the entry may be held liable in two ways, i.e.:
- Bear criminal liability for making a false declaration;
- Bear civil liability for damage resulting from false declaration and failure to make the entry unless the damage is the result of Force Majeure or was caused exclusively by the injured party or a third party for whom the person making the entry is not responsible.
Entry update shall also count as the entry.
Opinion on the established regulations
The fact that CRBR has been established should be seen as a positive step towards minimising the risks related to money laundering and terrorist financing as these risks pose a huge problem for responsible institutions, e.g. banks. Sometimes it may be quite difficult for companies to identify the real beneficiary and make the relevant entry, in particular in the case where the ownership structure is dispersed. The potential sanctions encourage them to follow the due diligence pattern in the process of making the entry.