13 July 2020 is the final deadline for registering the beneficial owners for the vast majority of Polish companies. Fines for non-compliance can be as high as PLN 1 million. The exceptions to this are professional partnerships and listed joint-stock companies.
The beneficial owner is a natural person who has direct or indirect control over a company by virtue of its legal or actual powers enabling him to exercise decisive influence over the company’s actions, or a natural or legal person on whose behalf a business relationship or an occasional transaction is entered into, including:
- a natural person who is a shareholder of the company and owns more than 25% of total shares in that company;
- a natural person who holds more than 25% of the total votes in the governing corporate body of the company, also as a pledgee or usufructuary, or based on agreements with other persons entitled to vote;
- a natural person who exercises control over a legal person, or legal entities which jointly own more than 25% of the total shares in the company or jointly own more than 25% of the total votes in the company’s corporate bodies, also as pledgee or usufructuary, or based on agreements with other persons entitled to vote;
- a natural person in a senior management position if it proves impossible to determine the existence or identity of the natural persons referred to in the points above, and where there is no suspicion of money laundering or terrorist financing.
- 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.
Registration is undertaken in electronic form and only a company representative using a qualified electronic signature or signature confirmed by a trusted profile in the ePUAP system can sign the document. You should provide the following to the Central Register of Beneficial Owners:
- company data: business name, address of registered office, National Court Register number (KRS) and tax identification number (NIP);
- name of the beneficial owner, nationality, place of residence, Polish personal identification number (PESEL) or date of birth (for persons with no PESEL) and information on the size and nature of the beneficial owner’s share or rights;
- company representatives data: name, nationality, place of residence, Polish personal identification number (PESEL) or date of birth (for persons with no PESEL).
- Information disclosed to the Central Register of Beneficial Owners will be presumed to be true. Submitting false information on the beneficial ownership will lead to criminal liability.
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