The provisions on anti-money laundering have been changed in accordance with EU standards. The amendment of the act of March 1, 2018 on counteracting money laundering and terrorist financing (the Act) implements EU Directive 2015/849 and establishes new obligations on reporting on beneficial owners to the Central Register of Beneficial Owners in Poland (Centralny Rejestr Beneficjentw Rzeczywistych) (the Register). The aim of the new regulations is to tighten up the tax system, as well as to provide protection of corporate transactions. The new beneficial owners obligations come into force on October 13, 2019.
Under the Act, the beneficial owner is the natural person or persons who are the ultimate owner of the client, or who control the client or the natural person or persons for whom or on behalf of whom the business relationship is established or an occasional transaction is carried out. In order to identify the beneficial owner of a company, it is required to determine whether there is any natural person who possesses direct, or indirect, at least 25% of the shares or voting rights in the company. If the beneficial owner cannot be determined on the basis of the above criteria, more complex analysis is required (in accordance with the rules provided by the Act).
The Register will be maintained in an IT system, publicly available, and will start working on October 13, 2019.
Entities Obliged to Notify on Beneficial Owners
Pursuant to the Act, the entities obliged to fulfill the reporting requirements will include general partnerships, limited partnerships, limited joint-stock partnerships, limited liability companies and joint-stock companies, except for public companies in the meaning of the Act of July 29, 2005 on public offering, conditions governing the introduction of financial instruments to organized trading and public companies.
Deadline of the Obligations
The deadline to submit the proper form on reporting beneficial owners is different for new entities and existing entities:
a. Newly established entities must notify the Register of their ultimate beneficial owners within seven days from the date when the company is added to the national court register. A seven-day notification deadline also applies in the event of a change in the information previously provided to the register of ultimate beneficial owners.
b. Entities registered by October 13, 2019 have to submit their notification within six months from the date when the Act comes into force, i.e., by April 13, 2020.
Procedure of Notification on Beneficial Owners
The notification on ultimate beneficial owners shall include identification details of the notifying entity (i.e., business name, registered office, registration data), identification details of the beneficial owner and member of the governing body or partner authorized to represent such entities (e.g., name and surname, nationality, country of residence, PESEL number, and in the case of its lack, the date of birth).
The abovementioned information needs to be submitted in the form of electronic document with qualified electronic signature or signature confirmed by ePUAP (Polish signature certifying system) and include an attestation statement signed by the person making the report. The notification must be submitted in accordance with the rules of the representation of the company.
Sanctions for Failing to Report Beneficial Owners
Pursuant to the Act, the person submitting information about beneficial owners will be liable for damage caused as a result of provision of false data. Moreover, the entity that fails to comply with the reporting requirements with regard to the beneficial owner within deadline may be fined up to PLN 1,000,000.