Reporting to the Central Register of Real Beneficiaries – important obligation

On 13 April 2020 the deadline lapses for reporting Real Beneficiaries of companies to the Central Register of Real Beneficiaries (CRBR). CRBR is a system in which the information on the real beneficiaries are collected and processed, that is the persons who directly or indirectly exert control over a company. A lack of reporting is endangered with a financial penalty up to PLN 1 million.

Real Beneficiary – Definition

Pursuant to the regulations, the Real Beneficiaries are natural persons:

• exerting directly or indirectly control over company via holding of the rights that arise from the legal or factual circumstances, enabling exerting of decisive influence on the activities or actions undertaken by the company or
• on behalf of whom business relations are established or occasional transaction is carried out..
  

In the case of a company the Real Beneficiary is:

• natural person being a Shareholder or Stockholder of a company, who has got the ownership right of more than 25% of total number of shares or stocks of the legal person,
• natural person who administers more than 25% of total number of votes in the company’s decisive body, also as a pledgee or user, or on the basis of the agreements with the others entitled to vote,
• natural person exerting control over legal person or legal persons, who jointly has got the ownership right of more than 25% of total number of shares or stocks of the company, or jointly administers more than 25% of total number of votes in the company’s body, also as a pledgee or user, or on the basis of agreements with the others entitled to vote,
• natural person exerting control over the company by possessing in respect thereof the rights, referred to in Art. 3 section 1 point 37 of the Accounting Act dated 29 September 1994 (Journal of Laws of 2019, item 351), or
• natural person holding a senior managerial position in the Company’s bodies, in the case of a documented lack of possibility to determine or doubts as to the identity of the natural persons determined in the above points and in the case of not stating suspicions as to money laundering or terrorist financing.

What data are collected in CRBR

The Central Register of Real Beneficiaries contains details of the real beneficiaries of companies:

• general partnerships,
• limited partnerships,
• partnerships limited by shares,
• limited liability companies,
  
• simple joint stock companies (starting from 1 March 2020),
• joint stock companies, except for public companies in the meaning of the Act on public offer and terms of introducing financial instruments to the organized turnover system and on public companies of 29 July 2005 (Journal of Laws of 2019, item 623)..

The data contain the information concerning identity of the companies’ representatives – that is their personal data, including PESEL number.

Reporting to CRBR – how and who can do it

Reporting to the Central Register of Real Beneficiaries may be made on the Ministry web page: https://crbr.podatki.gov.pl/adcrbr/#/ 
Reporting to CBR may be made only by the person authorised to represent the company, pursuant to the principles provided for in the Commercial Companies’ Code. A qualified electronic signature or trusted ePUAP profile has to be attached to the reporting. In the case when joint representation is required (thus more than one person), the reporting has to be signed by all the required persons – the order of putting the signatures has no significance.
Proxies of a company are not authorised to report to CBR.

When does the Central Register of Real Beneficiaries operate from?

Though the system has formally operated already from 13 October 2019, the key deadline is 13 April 2020 – on the date the statutory deadline lapses for reporting of the real beneficiaries of the companies that were set up prior to 13 October 2019. The newly created companies (set up after 13 October 2019) shall file report to CRBR within 7 days of registration at the National Court Register.
A lack of reporting is endangered with a penalty up to PLN 1000 000.

What does CRBR serve for?

The main purpose of setting up the register is counteracting money laundering and terrorist financing – Possessing the precise and current details on the real beneficiaries has got a key importance for fighting against the phenomenon, because it makes impossible for the criminals to hide their identity in the complicated corporate structure – we can read on the Ministry of Finance web page.

Moreover, the character of the register is to enable a free of charge access to the information on the real beneficiaries.

The basis of CRBR operation in Poland is the Act on counteracting money laundering and terrorist financing of 1 March 2018 (Journal of Laws 2019, item 1115, with subsequent amendments). The Act implements the provisions of so called IV AML Directive – that is the Directive of the European Parliament and Council (EU) 2015/849 dated 20 May 2015 on the prevention of the use of the financial system for the purposes of money laundering or terrorist financing.

Search engine of the Beneficiaries and the reporting form can be found at the address: https://crbr.podatki.gov.pl/adcrbr/#/