Central Register of Real Beneficiaries - this affects everyone and causes practical problems. The deadline for notifications is approaching
On 13 October 2019, the Central Register of Real Beneficiaries (CRRB) commenced its operation.
It is maintained by the Ministry of Finance. All Polish general partnerships, limited partnerships, limited joint-stock partnerships, limited liability companies and joint-stock companies are obliged to register information regarding their beneficiaries (so-called “UBOs”). CRRB is public.
However, it can often be difficult to correctly identify a beneficiary – it isn’t always sufficient to simply check a business’s ownership structure. The main practical problems regarding the registration of information on the UBO are caused inter alia by private foundations or closed-end funds acting as shareholders, existence of bearer shares in a company and/or complicated shareholders’ agreements.
Which information is stored on the register?
The register includes information about the UBOs of Polish companies and partnerships, i.e. the natural persons who exercise actual control over a business, even if they are shielded behind the company’s multi-level (including international) corporate structure. The registration obligation does not apply to public companies.
The register is public and available to everyone.
Who is required to register information?
Every general partnership, limited partnership, limited joint-stock partnership, limited liability company, joint-stock company and private joint-stock company. Representatives of companies are responsible for filing the information. The filing of false statements concerning real beneficiaries is a criminal offence.
Really – every such business?
Yes. Such information must be filed regardless of the level of complexity of a business’s capital structures. Failure to do so may result in liability. Private foundations at the top of a corporate structure, public companies or investment funds managed by external investment companies, covered by professional confidential obligations as investors or the issuance of bearer shares may sometimes cause that the directors shall be considered UBOs of a given company/partnership instead of the owners. But still, in such cases such companies/partnerships are not excluded from the registration requirement.
Any business which was entered into the National Court Register on 13 October 2019 must register the relevant information on the UBO by 13 April 2020. Companies which are registered in the National Court Register after 13 October 2019 must file such information within 7 days. Failure to meet the relevant deadline can result in the imposition of fines up to PLN 1,000,000 .
How to prepare?
Company representatives must establish the real beneficiaries of the businesses they manage.
Likewise, owners and investors need to verify their own investment portfolios – a decision to continue with an investment that ensures control over a business will result in the obligation to register such information by 13 April 2020 and thereby make it public knowledge.
How can we help?
- we provide support in verifying capital structures to determine real beneficiaries;
- we answer the most frequently asked questions regarding the Register, including:
- when may a management board member be disclosed as an UBO?
- what duties does an UBO have?
- what impact does the involvement of a private foundation, a public company or a closed-end fund in a business’s structure have on determining the UBO?
- we help to develop and implement the reorganization of capital structures to simplify them;
- we suggest which documents the business must make available in the event of an inspection.