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Poland: Reminder, rules for reporting beneficial owners

Poland: Reminder, rules for reporting beneficial owners

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.


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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.

KPMG observation

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

The KPMG name and logo are trademarks used under license by the independent member firms of the KPMG global organization. KPMG International Limited is a private English company limited by guarantee and does not provide services to clients. No member firm has any authority to obligate or bind KPMG International or any other member firm vis-à-vis third parties, nor does KPMG International have any such authority to obligate or bind any member firm. The information contained herein is of a general nature and is not intended to address the circumstances of any particular individual or entity. Although we endeavor to provide accurate and timely information, there can be no guarantee that such information is accurate as of the date it is received or that it will continue to be accurate in the future. No one should act on such information without appropriate professional advice after a thorough examination of the particular situation. For more information, contact KPMG's Federal Tax Legislative and Regulatory Services Group at: + 1 202 533 4366, 1801 K Street NW, Washington, DC 20006.

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