Time to review capital structures – Central Register of Ultimate Beneficial Owners

On October 13th, 2019, the Central Register of Ultimate Beneficial Owners (CRUBO) commenced operation. All Polish general partnerships, limited partnerships, S.K.A. (Limited Joint-Stock Partnership), sp.z o.o. (Limited Liability Companies) and S.A. (Joint Stock Companies) are required to submit information on their ultimate beneficial owners to the register. The register is open to the public.

What information does the register cover?

The register includes information about Ultimate Beneficial Owners (so-called UBOs) of Polish companies, i.e. natural persons exercising actual control over these companies – even if they are behind a multi-level (including international) corporate structure that has been built over a given company. The obligation does not apply to public companies.

The notification shall include the following data: identification of the Ultimate Beneficial Owner (name, surname, PESEL (Personal Identity Number), country of residence, information on the size and nature of the share or rights of the actual beneficiary). The processing of information on UBOs collected in the Register takes place without the knowledge of the persons to whom this information relates.

The register is public and available to everyone.

Who is required to submit a notification?

The obligation to submit is assigned to representatives of the companies required to submit, e.g. general partner and board members. Statements on the beneficial owner are made on threat of criminal liability for submitting a false declaration.

How to prepare

To submit an application, companies entered into the National Court Register on October 13th, 2019 will have the deadline of April 13th, 2020.

For management board members, this is the time to determine the UBOs in the companies they manage. In turn, for owners and investors of companies, it is time to verify the investment portfolio: the decision to continue the investment ensuring control over a given company is also information one needs to provide to the register, and thus to the public, after April 13th, 2020.

Those who fail to comply with the deadline will be at risk, of having to pay a fine of up to 1,000,000.00 PLN.

How can we help you?

• We will provide support in verifying capital structures of an entity in terms of determining Ultimate Beneficial Owners;
• We will answer the most frequently asked questions related to the implementation of the Registry, including in particular:
  • a) when a wo/man of management may be disclosed as a UBO,
  • b) what duties the UBO has,
  • c) how to qualify family foundations;
• We will develop and implement a reorganization of capital structures to simplify them;
• We will suggest which documents should be available to hand in the event of an audit;
• We will conduct training sessions for management board members on the principles of the identification of the Ultimate Beneficial Owners.