Poland: Data on beneficial owners of Polish partnerships and companies will become public.
The new Act on Counteracting Money Laundering and Terrorist Financing of March 2018 implements EU Directive 2015/849 and establishes a Central Register of Beneficial Owners in Poland as of 13 October 2019.
Each company or partnership entered in the National Court Register, with the exception of public joint-stock companies, will be obliged to report the data of its beneficial owner, i.e. a natural person exercising direct or indirect control over the company / partnership. In the case of limited liability companies and joint stock companies, persons directly or indirectly holding more than 25% of shares or votes are deemed to be beneficial owners. If it is not possible to determine the beneficial owners based on the above criteria, the beneficial owners of companies are persons holding senior management positions.
In particular, information on the extent and nature of beneficial interest or vested rights should be reported to the register.
New entities have 7 working days from registration in the National Court Register to submit this information. Entities registered by 13 October 2019 must submit their notification by 13 April 2020.
Companies/partnerships should notify changes as to beneficial owners within 7 working days from occurrence of the changes. This will not always be possible. For example, in the case of sale of shares in a company, a Polish entity may learn about the changes long after this 7-day deadline, if at all. The same would apply but even more so in the case of other changes in the capital structure concerning entities in the chain between a Polish company / partnership and its beneficial owners.
However, lack of such knowledge does not release the company / partnership from the obligation to notify, nor from liability.
A company/partnership that fails to report within the required deadline may be fined up to PLN 1,000,000.
Notification in electronic form should be submitted by a person representing the entity concerned. This means the provisions do not exclude notification by proxy. However, only a central register system will show whether this will in fact be possible.
Information on beneficial owners (as well as on board members and partners) submitted to the register will be available to everyone on-line, without restrictions.
This is an important difference compared to EU Directive 2015/849, which provides for availability of this information in principle only after a legitimate interest has been demonstrated.
Source: Act on Counteracting Money Laundering and Terrorist Financing of March 1st, 2018 (J.L. 2018, item 723)