13 April 2020 is the final deadline for registering UBOs for the vast majority of Polish companies (UBO = Ultimate Beneficial Owner). Fines for non-compliance can be as high as PLN 1m. The exceptions to this are professional partnerships and listed joint-stock companies.
Are you compliant? What you need to know?
Definition of UBO
A UBO is a natural person who has direct or indirect control over a company by virtue of their legal or actual powers enabling them to exercise decisive influence over the company’s actions, or a natural or legal person on whose behalf a business relationship or an occasional transaction is entered into, including:
- a natural person who is a shareholder of the company and owns more than 25% of total shares in that company;
- a natural person who holds more than 25% of the total votes in the governing corporate body of the company, also as a pledgee or usufructuary, or based on agreements with other persons entitled to vote;
- a natural person who exercises control over a legal person, or legal entities which jointly own more than 25% of the total shares in the company or jointly own more than 25% of the total votes in the company’s corporate bodies, also as pledgee or usufructuary, or based on agreements with other persons entitled to vote;
- a natural person in a senior management position if it proves impossible to determine the existence or identity of the natural persons referred to in the points above, and where there is no suspicion of money laundering or terrorist financing.
Registration
Registration is undertaken in electronic form free of charge, and only a company representative using a qualified electronic signature or signature confirmed by a trusted profile in the ePUAP system can sign the document. You should provide the following to the Central Register of Beneficial Owners:
- company data: business name | legal form | address of registered office | National Court Register number (KRS) | tax identification number (NIP);
- UBO data: first, middle, and last name | nationality | place of residence | Polish personal identification number (PESEL) or date of birth (for persons with no PESEL) | information on the size and nature of the beneficial owner’s share or rights;
- company representatives data: first, middle, and last name | nationality | place of residence | Polish personal identification number (PESEL) or date of birth (for persons with no PESEL).
Liability for Providing False Information
Any information disclosed to the Central Register of Beneficial Owners will be presumed to be true. Submitting false information on a UBO to the Register will lead to criminal liability.
By Irmina Kondraciuk, Associate, and Tomasz Rysiak, Partner, Penteris
