The rules concerning a central register of beneficial owners were effective 13 October 2019. The rules are intended to address money laundering and terrorist financing issues.
Central register of beneficial owners
The central register of beneficial owners is an information and communication technology system designated to process information about the beneficial owners of companies. It is a public register.
Under new provisions, all registered and newly incorporated commercial companies (except for joint-stock public companies and professional partnerships) must provide the register with information about their beneficial owners and about information concerning the company, about members of the company’s bodies or shareholders authorised to represent the company, as well as data identifying the beneficial owner.
Newly incorporated companies must make a notification to the central register within seven days of new company’s entry in the Polish business register. Information entered in the register must be updated within seven days of a change.
Companies that had been registered with the business register before the new provisions were effective (i.e., before 13 October 2019) are allowed six months to determine their beneficial owners and to notify the central register about this information (the deadline is 13 April 2020).
Who is a beneficial owner?
A beneficial owner is a natural person or natural persons who exercise direct or indirect control over a company through rights held in the company—rights that arise from legal or actual circumstances—and who exert a decisive influence on actions taken by a company. Alternatively, a beneficial owner can be a natural person or natural persons on whose behalf business relationships are established or a one-off transaction is conducted. For companies that are legal persons, a beneficial owner is considered to be a natural person who is a shareholder of a relevant company and holds more than 25% of the total number of shares therein.
Although the law defines who may be a beneficial owner, practical application of these provisions may prove challenging. Determining a beneficial owner may prove particularly difficult when there are companies having an extensive capital structure or those whose bylaws grant certain entities with special entitlements.
Read an October 2019 report prepared by the KPMG member firm in Poland
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