Time to review capital structures – open register of beneficial owners starting October 13, 2019.

Starting on October 13, 2019, the Central Register of Beneficial Owners (CRBR) kept by the Minister of Finance will be introduced. All Polish general partnerships (spółki jawne), limited partnerships (spółki komandytowe), limited joint-stock companies (S.K.A.), limited liability companies (sp. z o.o.) and joint-stock companies (S.A.) will be obliged to report to the register information about their beneficial owners. The register will be open to the public.

Who will be disclosed?

The Register will include information about beneficial owners (so-called UBOs) of Polish companies, that is natural persons having actual control over such companies – even if they are placed behind a multi-level (including international) corporate structure built over the given company. The obligation will not apply to public companies.

This things that will be reported include the following data: identification data of the beneficial owner (name, surname, PESEL number, country of residence, information about the size and nature of shares or rights held by the beneficial owner). Information about beneficial owners collected in the Register will be processed without the knowledge of data subjects.

The Register will be open and available to anyone.

Who will be obliged to submit information?

The obligation to submit information lies with the  representatives of companies obliged to report information, for example general partners, members of management boards. Declarations regarding beneficial owners shall be made under penalty of perjury.

How to prepare?

Companies registered in KRS as of October 13, 2019 will be obliged to submit information by April 13, 2020 at the latest.

This is the time for members of management boards to determine beneficial owners of companies managed by them. For company owners and investors, on the other hand, this is the period to review the investment portfolio – a decision to continue the investment providing control over the given company is, therefore, also a decision to provide this information after April 13, 2020 to the register, that is to general public.

Non-fulfillment of the obligation on time can be subject to a financial penalty in the amount of up to PLN 1,000,000.00.

How can we help?

  • We will provide support during review of capital structures in terms of determining beneficial owners
  • We will answer frequently asked questions concerning implementation of the Register, including, in particular, a) when a member of the management board can be disclosed as a UBO, b) what responsibilities a UBO has, c) how to qualify family foundations
  • We will develop and implement reorganization of capital structures in order to simplify them
  • We will suggest which documents must be available in the case of an inspection
  • We will conduct training sessions for members of the Management Board concerning the rules of identifying beneficial owners

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