From October 13, 2019, the Ministry of Finance maintains a new register – the Central Register of Real Beneficiaries – an entry to which will be compulsory for most commercial companies. Failure to comply with the obligation to enter in the register will result in a fine, which may amount to up to PLN 1,000,000. What is the Central Register of Real Beneficiaries? Below we provide information about the Register in the form of frequently asked questions and answers.

• What is the Central Register of Real Beneficiaries?

The Central Register of Real Beneficiaries (CRBR), kept by the Minister of Finance, was launched on October 13, 2019. CRBR was created pursuant to the Act of March 1, 2018 on counteracting money laundering and terrorist financing (Journal of Laws of 2019 item 1115, as amended, “Act“), due to the requirement imposed on the Polish legislator by the so-called EU AML Directive.

• Who is obliged to report information?

 Pursuant to the Act, the companies listed below are obliged to report and update the information on real beneficiaries  :

• partnerships: general partnerships, limited partnerships and limited joint-stock partnerships;
• capital companies: limited liability companies, simple joint-stock companies and almost all joint-stock companies (except public companies).

• Who is a real beneficiary according to the Act?

Pursuant to the Act, real beneficiaries are natural persons exercising direct or indirect control over the company thanks to their powers, which arise from legal or factual circumstances and which enable them to exert decisive influence over the company’s activities or actions. They are also persons on behalf of whom economic relations are established or an occasional transaction is carried out. Importantly, if the identity of the natural persons referred to above cannot be determined (or there are doubts about this) – the real beneficiary is a natural person holding a senior management position in the company.

• What deadlines apply to existing companies?

All companies currently registered will be required to submit information on their actual beneficiaries to the Central Register of Real Beneficiaries by April 13, 2020.

Importantly, in the event of a change in previously entered information – companies will be required to update the notification within 7 business days of changing it.

•  What deadlines apply to newly established companies?

Newly established companies are required to notify actual beneficiaries from October 13, 2019.

Data should be reported to the Registry no later than within 7 business days from the date of entry of the companies listed in the National Court Register.

• What penalty is there for failure to notify a beneficiary to the Registry?

Pursuant to the Act, failure by a company to notify a beneficiary to the Register is punishable by up to PLN 1,000,000.