Legal definition of the Ultimate Beneficial Owner¹

Under art. 2 sec. 2 point 1) of the Polish Act on the Counteracting of Money Laundering and the Financing of Terrorism of March 1, 2018 the Ultimate Beneficial Owner is understood as any natural person exercising direct or indirect control over the client through the powers held, which result from legal or factual circumstances, enabling the exertion of a decisive influence on the actions or actions taken by the client, or any natural person on behalf of whom business relations are established or an occasional transaction is carried out, including:

a) in the case of a legal person other than a company whose securities are admitted to trading on a regulated market subject to disclosure requirements resulting from the provisions of European Union law or the corresponding provisions of the law of a third country:

– a natural person who is a shareholder or stockholder who has the ownership right to more than 25% of the total number of shares or stocks of this legal person,

– a natural person holding more than 25% of the total number of votes in the decision-making body of this legal person, also as a pledgee or usufructuary, or under agreements with other persons entitled to vote,

– a natural person exercising control over a legal person or legal persons who jointly have the ownership right to more than 25% of the total number of shares or stocks or who jointly hold more than 25% of the total number of votes in the decision-making body of this legal person, also as a pledgee or usufructuary, or on the basis of agreements with other persons entitled to vote,

– a natural person exercising control over a legal person by having the powers referred to in art. 3 sec. 1 point 37 of the Polish Accounting Act of 29 September 1994 (Journal of Laws of 2021, items 217, 2105 and 2106), or

– a natural person holding a senior management position in the case of documented inability to determine or doubts as to the identity of natural persons referred to in the first-fourth indent and in the case of no suspicion of money laundering or terrorist financing,

(b) in the case of a trust:

– the founder, including the founder within the meaning of the Polish Act of 26 January 2023 on Family Foundations (Journal of Laws, item 326),

– a trustee, including a member of the board within the meaning of the Polish Act of 26 January 2023 on a Family Foundation,

– a supervisor, if appointed, including a member of the supervisory board within the meaning of the Polish Act of 26 January 2023 on a Family Foundation,

– the beneficiary, including the beneficiary within the meaning of the Polish Act of 26 January 2023 on a Family Foundation or – if the natural persons benefiting from a given trust have not yet been defined – a group of persons in whose main interest the trust was established or operates,

– another person exercising control over the trust,

– another natural person with rights or obligations equivalent to those specified in the first to fifth indents,

c) in the case of a natural person conducting business activity for which there are no indications or circumstances that may indicate that it is controlled by another natural person or natural persons, it is assumed that such a natural person is also the real beneficiary.

¹Based on our own translation of the cited fragment of the content of the Polish Act on the Counteracting of Money Laundering and the Financing of Terrorism of March 1, 2018. It is not an official translation.