Poland: UBO Register finally up and running, deadlines pending
On 13 October 2019 regulations concerning the functioning of the ultimate beneficial owner (UBO) in the Polish legal system came into force. It was the starting date for the ongoing duty and deadline to establish a natural person or natural persons as the UBO and to collect the required information and then file them with the new registry.
The Ultimate Beneficial Owner Register – what are the deadlines for registration?
Companies registered in the National Court Register before the effective date of the regulations concerning the Central Register of Ultimate Beneficial Owner (i.e. before 13 October 2019) are obliged to report information on UBO by 13 April 2020.
Entities registered in the National Court Register after 13 October 2019 are obliged to notify the UBO data no later than within 7 days from the date of registration in the National Court Register.
Who is the Ultimate Beneficial Owner?
The ultimate beneficial owner shall be the natural person(s) who directly or indirectly exercises control over the entity as a result of legal or factual circumstances which enable the exercising of decisive influence.
- for instance, a UBO shall be a natural person who effectively controls a Polish company in at least 25%.
The Ultimate Beneficial Owner Register – which companies are concerned?
According to Act of 1 March 2018 on Combating Money Laundering and the Financing of Terrorism, the following subjects shall be obliged to notify information on their beneficial owners and update them from time to time:
- registered partnerships;
- limited partnerships;
- limited joint-stock partnerships;
- limited liability companies;
- simple joint-stock companies;
- joint-stock companies, excluding public listed companies within the meaning of the Act of 29 July 2005 on Public Offering and the Conditions of Introducing Financial Instruments to Organized Trade System and on Public Companies
What data should be registered in the Ultimate Beneficial Owner Register?
The information to be mandatorily reported to the UBO Register (CRBR) comprise:
- identification data of the company (name, organizational form, seat, number in the National Court Register, NIP tax id number);
- identification data of UBO and a member of a govrning body or partner authorized to represent the company (name and surname, citizenship, country of residence, PESEL personal id number or date of birth - in case of those without PESEL, information on the size and nature of the share(s) or rights held by the UBO in given entity).
Information shall be submitted to the register online, via a special URL accessible on the Ministry of Finance’s Public Information Bulletin website, by means of an electronic form signed with a qualified electronic signature or a signature confirmed with a trusted ePUAP profile.
The application shall be submitted only by a person authorized to represent the company, who under pain of criminal liability for taking a false tstimony confirms the truthfulness of the information provided.
Applications are free of charge.
What are the penalties for missing or incorrect reporting?
Companies which do not fulfil the obligation to submit information to the UBO Register within the respective deadline are subject to a fine of up to PLN 1,000,000.
Source: Act of 1 March 2018 on Combating Money Laundering and the Financing of Terrorism (J.L. 2019, item 1115)