Central Register of Beneficial Owners – additional obligations from October 2019
On October 13, 2019, the provisions of Chapter 6 of the Act on Counteracting Money Laundering and Financing of Terrorism (hereinafter also the AML Act) will enter into force. These provisions provide for the creation of a Central Register of Beneficial Owners, imposing new additional information obligations on commercial companies.
In accordance with the provisions of art. 55 -71 and art. 194-195 of the AML Act, the Central Register of Real Beneficiaries is kept by the Minister of Finance, is free (both for entities obliged to submit information and for entities interested in obtaining information from the Register) and open. As at the day of preparing this entry, the IT system supporting the Registry is not yet available for inspection.
Who must disclose the beneficiary?
Beneficial Owners have to submit applications:
- general partnerships – in practice, the obligation lies with all partners handling the partnership’s affairs,
- limited partnerships – in practice, the obligation lies with all general partners of the company,
- limited joint-stock partnerships – in practice, the obligation lies with all general partners of the company,
- limited liability companies – in practice, this obligation lies with all board members,
- joint-stock companies – in practice, the obligation lies with all members of the management board.
It is worth noting that among the entities obliged to disclose the beneficial owner are not partner companies. In the future, the above catalog will probably be expanded to include a simple joint-stock company, which we presented in one of the last entries.
What should be disclosed?
Information subject to notification to the Registry includes:
1) identification data of the company obliged to submit the notification,
2) identification of the Beneficial Owner and a member of the body or partner authorized to represent the company obliged to submit the notification: (i) name and surname, (ii) citizenship, (iii) country of residence, (iv) PESEL or date of birth – in the case of persons without PESEL (v) information on the size and nature of the participation or rights vested in the Beneficial Owner.
How to apply?
Persons authorized to represent (members of management boards of limited liability companies, partners of general partnerships, general partners of limited partnerships and limited joint-stock partnerships) shall submit applications using the IT system made available by the Minister of Finance. Each application should bear a qualified electronic signature or a signature confirmed with an ePUAP trusted profile. At present, it is not clear whether applications will be able to be made by professional representatives (lawyer, legal advisor). The law does not currently provide for this option.
When to apply?
Beneficial Owners must be registered within 7 days from:
- entering the company into the National Court Register,
- entering in the National Court Register changes in data subject to the notification requirement
In the case of companies that were entered into the National Court Register before October 13, 2019, the obligation to notify the Beneficial Owners should be fulfilled by April 13, 2020.
- Criminal liability – each report contains a statement that the information is true, made under pain of criminal liability for submitting a false statement. In accordance with art. 233 of the Penal Code, a person who gives a false testimony is punishable by imprisonment from 6 months to 8 years.
- Civil liability – a person submitting information on beneficial Owners and their updates shall be liable for damage caused by reporting false data to the Registry, as well as failure to report data and changes to data entered in the Register within the statutory deadline, unless the damage occurred due to force majeure or exclusively due to the fault of the injured party or a third party for whom the person reporting and updating actual beneficiaries is not responsible.