Central Register of Beneficial Owners (hereinafter: “the Register”) maintained by the Minister of Finance.
The obligation to submit reports on beneficial owners to the Register results from the art. 55-71 of the Act of March 1st, 2018 on counteracting money laundering and terrorism financing, which implements the Directive 2015/849 of the European Parliament and of the Council (EU) (the AML Directive).
- The most important rules connected with the above reporting:
- A report to the Register shall be submitted and signed by a person (or persons) authorized to represent a given company, in accordance with the representation rules in such company. A report must be signed with a qualified electronic signature or a signature confirmed by the trusted profile of ePUAP. A person submitting the report is obliged to declare that the reported information is true. This statement shall be submitted under pain of criminal liability for making a false statement.
- The report is free of charge and shall be submitted in the form of an electronic document, in accordance with the template made available by the Minister of Finance.
- Companies that do not comply with the above obligation will be subject to a fine of up to PLN 1,000,000.
- Who is the beneficial owner?
According to the Polish legal regulations a beneficial owner means a natural person or natural persons controlling directly or indirectly a company through their rights that arise from legal or factual circumstances and enable them to exert decisive influence on the actions or activities undertaken by such company, or a natural person or natural persons on whose behalf a business relationship is established or an occasional transaction is conducted.
In other words, a beneficial owner is a person who either owns a company or otherwise exercises control over the company. Please note that a beneficial owner is always a natural person, not a company or partnership.
For example, those who meet any of the following requirements are considered as beneficial owners:
- The natural person owns more than 25% of the total number of shares – directly in the company or indirectly through another company.
- The natural person holds more than 25% of the total number of voting rights – directly in the company or indirectly through another company.
- The natural person exercises control over a legal person or legal persons that jointly have the right of ownership of more than 25% of the total number of shares in the company, or jointly have more than 25% of the total number of votes in a body of the company.
- The natural person exercises actual control over the company.
There can be none, one or several beneficial owners who meet the requirements above.
- Identification data of the beneficial owner that shall be reported to the Register:
- the first and last name,
- the citizenship,
- the country of residence,
- the PESEL number or the date of birth (in the case of persons not having a PESEL number),
- information on the size and nature of the participation or on the rights of the beneficial owner.
- What to do if there are no beneficial owners
As already noted a report on beneficial owners must be submitted even if the company has no beneficial owners (i.e. no persons meeting the above requirements) or does not know them.
In this case the members of the management board of the company, or the managing director or any other person in a corresponding position are considered as actual beneficial owners of that company.