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

From 13th October 2019, there will be created a Central Register of Beneficial Owners (CRBR) to be maintained by the Minister of Finance. 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 file information in the register about their beneficial ownership. The register will be open to the public.

Who will be disclosed?

The Register will include information about the beneficial owners (so-called UBOs) of Polish companies – i.e. the natural persons who have actual control over the aforementioned business types, even if they are placed behind a multi-level (including international) corporate structure built over the given company. The registration obligation will not apply to public companies.

Among the data that needs to be registered are identification data of the beneficial owner (name, surname, PESEL number, country of residence) and information on the size and nature of shares or rights held by the beneficial owner. Information about beneficial owners which is 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 information-registration obligation lies with those representatives of companies who are obliged to report information, for example general partners or members of management boards. Any declarations regarding beneficial ownership are subject to criminal sanctions in the event of false declarations.

How to prepare?

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

Now is the time for the members of management boards to determine the beneficial owners of the companies they managed. For company owners and investors, on the other hand, this is a period to review their investment portfolios. Decisions to continue with an investment which gives control over a given company are, therefore, also decisions to accept the obligation to register such information after 13 April 2020 and thereby make it available to the general public.

Any failure or delay in fulfilling this obligation can be subject to a financial penalty up to PLN 1,000,000.00.

How can we help?

• We help you will review your capital structures to determine beneficial owners
• We help you to develop and implement capital structures reorganizations to simplify them
• We advise on which documents must be available in the event of an inspection
• We conduct trainings for Management Board members concerning the rules for identifying beneficial owners