Notification to the register of beneficial owners by 13 July 2020 at the latest

Commercial law companies must fulfil another obligation – this time, it is related to the disclosure of the so-called actual beneficiary, i.e. the person or persons who most often are the owners of companies. The obligation does not apply to public companies and partnerships.

The beneficial owner is the natural person(s) who directly or indirectly controls the company by virtue of powers which are derived from legal or factual circumstances and which enable that person to exercise decisive influence over the acts or activities of the company or natural person(s) on whose behalf business relationships are established or an occasional transaction is carried out.

The Act specifies that the following are considered as the beneficial owner:

• A natural person who is a shareholder of a client and who has the ownership right to more than 25% of the total number of shares of that legal person;
• A natural person holding more than 25% of the total number of votes in the decision making body of a client, also as a pledgee or user, or on the basis of agreements with other persons entitled to vote;
• A natural person exercising control over a legal person or legal entities, which jointly have the ownership right to more than 25% of the total number of shares of the client, or jointly hold more than 25% of the total number of votes in the client’s body, also as a pledgee or user, or under agreements with other persons entitled to vote;
• A natural person exercising control over the client by virtue of the rights referred to in Article 3(1)(37) of the Accounting Act of 29 September 1994 (Dz. U. [Journal of Laws] of 2019, item 351) in relation to that legal person; or
• A natural person in a senior management position where there is a proven lack of ability or doubt as to the identity of the natural persons referred to in the first, second, third and fourth indents and where there is no suspicion of money laundering or terrorist financing.

Lack of notification to the Central Register of Beneficial Owners may result in the payment of a fine of even as much as PLN 1 million. Reporting false data results in criminal liability for making a false declaration by the reporting person between 6 months and 8 years of imprisonment.

Attorney-at-law Paweł Karasiński, MBA