Up to PLN 1 million fine for failure to register in the Central Register of Beneficial Owners (CRBR)

Since October 13 of this year, the provisions of the Act of March 1, 2018 on Counteracting Money Laundering and Terrorist Financing (hereinafter the “Act”) are in force, regulating the establishment and functioning of the Central Register of Beneficial Owners (let us call it the “Register” or “CRBR”).

The task of the Register is to collect data on beneficial owners, i.e., persons exercising actual control over the company. The collection of this data is intended – according to the legislators’ intentions – to counteract money laundering and terrorist financing. In my opinion, this will only be an additional trouble for entrepreneurs, managers, and investors, and no registers will hinder those engaged in the aforementioned criminal activities. But dura lex sed lex.

The key obligations include:

• All commercial companies registered in Poland (limited liability companies, joint-stock companies, limited partnerships, general partnerships, etc.) must report their beneficial owners to the CRBR.
• The deadline for reporting is 7 days from the date of registration of the company in the National Court Register (KRS) or 7 days from any change in the reported data.
• Failure to comply may result in a fine of up to PLN 1,000,000.
• The person responsible for submitting the report is a member of the management board or partner authorized to represent the company.
• The report is submitted electronically through the ICT system maintained by the Ministry of Finance.

It is important to note that the beneficial owner is not always the direct shareholder. The Act defines a beneficial owner as a natural person who directly or indirectly exercises control over the company, including through ownership of more than 25% of shares, voting rights, or the ability to appoint or dismiss a majority of management or supervisory board members.

In complex ownership structures, identifying the beneficial owner may require tracing the entire chain of ownership to the ultimate natural person exercising control.

Paweł Osiński

Attorney, expert in AML regulations and corporate law