Central Registry of Actual Beneficiaries

Central Registry of Actual Beneficiaries, a tool against money laundering and terrorist financing.

The Central Registry of Actual Beneficiaries, or CRBR for short, (hereinafter referred to as “the Register”) is a public registry that collects and processes information on beneficial owners of entities required to report information to the Register. The CRBR is an open and electronic registry whose primary role is to prevent money laundering and terrorist financing. The principles of its functioning are regulated by the Act on Anti-Money Laundering and Financing of Terrorism dated March 1, 2018.

Who is the actual beneficiary and how do we define him?

An actual beneficiary, according to the legal definition, is an individual or individuals who directly or indirectly exercise control over a client through the powers they have, which arise from legal or factual circumstances, enabling them to exercise decisive influence over actions or activities undertaken by the client, or an individual or individuals on whose behalf business relationship are established or an occasional transaction is carried out.

A client, as defined above, is a specific entity that the law requires to verify.

What is important in this regard is that it is up to each entity, which is obliged to report to the Registry, to determine for itself who should be designated as the actual beneficiary. This should be done on the basis of the law in conjunction with the information related to the company’s activities contained, for example, in the article of association.

Who and when submits the actual beneficiary declaration?

Notification of the actual beneficiary shall be made only by the person authorized to represent the company, in accordance with the rules of representation effective in the particular entity. This person is responsible for the correct notification of data to the Registry, under penalty of criminal liability for making a false statement. Notification to the CRBR cannot be made through a proxy.

Notification to the Registry must be made within 14 days from the date of the occurrence of the event obligating for entry. This deadline is the same both for new entities entered in the KRS and for the arising of the change. It is important to consider the date on which the event giving rise to the obligation to register occurs – sometimes this will be counted from the actual change taking place, and in some cases from the registration of the change in the National Court Register.

It should also be borne in mind that all changes that have occurred should be shown in the CRBR. Thus, if for some reason a notification has not been made and there is a subsequent change in the data to be notified then two notifications are required. If an entity fails to report an actual beneficiary to the Registry by the aforementioned deadline and if its reports is inconsistent with the facts, the entity risks being subject to a financial penalty of up to PLN 1 million.

What information should be reported to the CRBR?

The information required to be reported to the Registry is defined by Article 59 of the Anti-Money Laundering and Terrorist Financing Law and is divided into two groups. The first group consists of information relating the subject of the notification and includes:

• name,
• form of organization,
• register office,
• National Court Register number (KRS),
• Tax Identification Number (NIP),

The second group, on the other hand, is represented by the data of the actual beneficiary, which includes:

• first and last name,
• nationality (all held),
• country of residence,
• PESEL number if there is no PESEL number – date of birth,
• Information on the size and nature of the shareholding or entitlement held by the actual beneficiary.

What entities are required to report actual beneficiaries?

The Bill discussed above also defies a catalog of entities required to report and update information on actual beneficiary. This catalog includes:

• general partnerships,
• limited partnerships,
• limited liability partnerships,
• limited liability companies,
• simple joint stock companies,
• joint stock companies, with the exception of public companies within the meaning of the Act on Public Offerings and Conditions for Introducing Instruments to the Organized Trading System and Public Companies dated July 29, 2005,
• trusts whose trustees or persons in equivalent positions have their domicile or seat in the territory of the Republic of Poland, or established economic relations, or acquire real estate in the territory of the Republic of Poland on behalf of or for the benefit of the trust,
• civil partnerships,
• European economic interest groupings,
• European companies,
• cooperatives,
• European cooperatives,
• associations subject to registration in the National Court Register,
• fundations.

If you need assistance in determining the actual beneficiaries and in preparing a CRBR filing then we encourage you to contact our lawyers.

Author: Marcin Jóźwiak