Due to the obligation introduced by the Directive (EU) 2015/849 of 20 June 2015 and later by the Polish Act of 1 March 2018 on counteracting money laundering and terrorist financing, every company across the European Union is obligated to indicate natural person(s) who ultimately owns or controls a company („UBO”).

Deadline for disclousure of the UBO

Those companies that were registered before October 13, 2019, have 9 months to apply to the Central Register of Beneficial Owners (the “Register”). July 13, 2020 is the is the last day for submitting a notification.

If the UBO changes (i.e. in case of sale of shares or change of the members of the management board) or the relevant information regarding the already disclosed UBO changes a shorter 7 days deadline applies.

Legal definition of the UBO

UBO, as defined by the Polish Act (in case of corporate entities), means a neutral person(s):

1. who is a shareholder or shareholder of the company who has ownership of more than 25% of the total number of shares in that legal entity;
2. who holds more than 25% of the total number of votes in the legal entity's general meeting, also as a pledgee or user, or on the basis of agreements with other persons entitled to vote;
3. exercising control over a legal entity or legal entities who jointly has the right to ownership of more than 25% of the total number of shares in the company or jointly holding more than 25% of the total number of votes at the general meeting, also as a pledgee or user, or based on agreements with other persons entitled to vote;
4. exercising control over the company by possessing the rights arising from a dominant position over the company; or
5. a natural person in a senior management position (such as members of the management board of the company) where there is no documented determination or doubt as to the identity of the natural persons referred to in the first, second, third and fourth indents, and if there is no suspicion of money laundering or terrorist financing; 

Central Register od Beneficial Owners

As such, it is required for all the EU countries to oblige the entities in their jurisdiction to keep up-to-date ownership information in the Register, which is a public register, that can be accessed using the company’s NIP number.

At least the following information must be included in the Register:

1. full name and surname;
2. PESEL number (if assigned); or
3. date of birth (if case PESEL is not assigned);
4. nationality;
5. country of residence;
6. nature and size of the beneficial interest held by the beneficial owners.

Apart from the information regarding the UBO some countries require additional information to be reported. In Poland it is required to indicate Company's representation (according to the manner of representation of the Company).

This notification, for now, can only be submitted by persons authorized to represent the Company according to the manner of representation of the Company. The motion/notification should be signed electronically.

Responsibility for non-disclousure od Beneficial Owners

Reported data should be true. The filed e-signed motion contains the declaration of the person(s) submitting the report as to the truthfulness of the information submitted (it is submitted under pain of criminal liability for submitting a false statement).

The person(s) who reports and updates data is liable for damage caused by reporting false data to the Register, as well as for failure to report data and changes in data covered by an entry in the register within the statutory deadline. The exception is a situation when the damage occurred as a result of force majeure or solely due to the fault of the injured party or a third party, for which the person reporting and updating information on actual beneficiaries is not responsible.

Companies/partnerships that do not fulfil their obligation to report data to the Register on time, are subject to a financial penalty of up to PLN 1,000,000.

This Legal Alert has been prepared on the basis of the text of the Act of 1 March 2018 on counteracting money laundering and terrorist financing [ustawa o przeciwdziałaniu praniu pieniędzy oraz finansowaniu terroryzmu] (Journal of Laws of 2019, item 1115, as amended) and (b) Directive (EU) 2015/849 of the European Parliament and of the Council of 20 June 2015 on the prevention of the use of the financial system for money laundering or terrorist financing, amending Regulation (EU) No 648/2012 of the European Parliament and of the Council and repealing Directive of the European Parliament and Council 2005/60 / EC and Commission Directive 2006/70 / EC. 

Contact us: 

Krzysztof Łyszyk
klyszyk@lww.pl

Kamil Lewiński
klewinski@lww.pl