Central Register of Beneficial Owners is on the Horizon

On 13 October 2019 the Central Register of Beneficial Owners (in Polish: Centralny Rejestr Beneficjentów Rzeczywistych or CRBR) started to operate. The CRBR is run by the Ministry of Finance. Almost all companies and partnerships registered in Poland are required to file with the register up-to-date details of their beneficial owners.
 
The precise identification of the beneficial owners is not always an easy task. Bearer shares, warrants, complicated shareholders’ agreements and complex, multi-national corporate structures – it all may cause problems.
 
What information should be filed with the CRBR?
 
The CRBR contains information on the beneficial owners of Polish companies. A beneficial owner is a natural person who directly or indirectly exercises control over a company through powers arising from legal or factual circumstances. Identifying the beneficial owner often requires detailed analysis of all the entities involved in the company’s corporate structure.
 
Requirement to indicate beneficial owners
 
General partnerships, limited partnerships, limited joint-stock partnerships, limited liability companies and joint-stock companies (excluding public companies) registered in Poland are required to submit information on their beneficial owners to the CRBR.
 
Following information data of the beneficial owner has to be submitted to the register:

• name and surname,
• citizenship,
• state of residence,
• PESEL number (Polish ID number) or the date of birth – in the case of persons not holding the PESEL number,
• information on the level and character of the share or on powers conferred on the beneficial owner.

Declarations may be submitted only by persons authorised to represent the entity (members of the management board or commercial proxies) through the online system, available at https://www.podatki.gov.pl/crbr/.
 
When the information should be filed?
 
A company established after 13 October 2019 has to file required information within seven days following the day of its registration in the Polish National Court Register. A company established before 13 October 2019 is obliged to file information on its beneficial owners by 13 April 2020, at the latest.
 
What should be done now?
 
Identification of beneficial owners can be time-consuming. It is now time for the companies to start this process. Hiring an experienced professional to assist with the identification process should be considered.
It is also time for shareholders and investors to decide if they still want to keep the current shareholding structure, bearing in mind that after 13 April 2020 information on their shareholding structure (including beneficial owners) will have to be disclosed and it will be publicly available.
 
Failure to comply with the obligations
 
If a company fails to submit the required information within the statutory time limit indicated above or identify beneficial owners incorrectly, it will be subject to the financial penalty up to PLN 1,000,000.
The information contained in the CRBR is deemed authentic and thus a person submitting information on beneficial owners, including its updates, shall be liable for any damage caused by the submission of false data to the register as well as by the failure to report data and changes in the data covered by the entry in the register within the statutory time limit.
 
How can we help you?
 
We can support you in every stage of the process of identifying the beneficial owners.
We can answer all questions and doubts concerning the CRBR and beneficial owners.
We can help you reorganise your corporate and shareholders’ structure.
We can support you in case of an official control.