Dear Sir or Madam,
We would like to remind you once again that the deadline for submitting information regarding your beneficial owners to the Central Register of Beneficial Owners is July 13, 2020 (Monday). This means there are only two weeks left.
Pursuant to Article 58 of the Act of 1 March 2018 on Counteracting Money Laundering and Terrorist Financing ( "Act" or "AML Act" ), the addressees of the statutory obligation to report beneficial owners are all companies in Poland, i.e.:
- general partnerships;
- limited partnerships;
- limited joint-stock partnerships;
- limited liability companies;
- simple joint-stock companies;
- joint-stock companies (not listed on the stock exchange).
As a consequence, each of the above-mentioned entities must identify its own beneficial owner and report its data to the Central Register of Beneficial Owners.
We remind you once again: who is the beneficial owner?
A beneficial owner ("UBO" or "ultimate beneficial owner") is a natural person (never a legal entity) who exercises ultimate direct or indirect control over a company through powers derived from legal or factual circumstances that enable them to exert decisive influence over the company's actions or activities. A company may have more than one UBO or may be unable to identify any UBO due to a dispersed ownership structure or a lack of additional rights of natural persons determining the establishment of control – this requires determination or verification before data can be reported to the CRBR.
We remind you once again: liability for missing or incorrect reporting?
Beneficiary identification data is reported to the register by the management board (as represented) under penalty of criminal liability for making a false declaration (Article 61, paragraph 5 of the AML Act), which means it may be subject to imprisonment from 6 months to 8 years (Article 233, paragraph 6 of the Penal Code). Furthermore, the person reporting information on beneficial owners and updating it is liable for damage caused by reporting false data to the Register (Article 68 of the AML Act) – civil liability. Failure to report the company's beneficiaries by July 13, 2020 is punishable by an administrative penalty of up to PLN 1,000,000 (Article 153, paragraph 1 of the AML Act).
We would like to remind you once again: in addition to the application, you must prepare documentation!
The currently pending amendment to the AML Act introduces market-based mechanisms for monitoring data disclosed in the CRBR. Pursuant to the new Article 61a, paragraph 1, each obligated institution (e.g., a bank) must note discrepancies between the information collected in the Register and the information it has determined about the customer's beneficial owner. As a result of any discrepancies noted, the institution (e.g., a bank) must take steps to clarify the reasons for these discrepancies. If the discrepancies are confirmed, the obligated institution (e.g., a bank) is also required to notify the Ministry of Finance of the discrepancies, along with justification and appropriate documentation.
This means that the process of establishing a UBO is complex and carries far greater legal consequences than a superficial assessment of this regulation by Polish entrepreneurs would suggest. Therefore, we are at your disposal for any additional questions. Please feel free to call or write; we will be happy to answer them.
