Poland launches UBO registry
In March 2018, Poland introduced legislative change with respect to ultimate beneficial owners (UBOs). The new regime takes becomes live on 13 October 2019, and contemplates a UBO Register designed to process information about beneficial owners of partnerships and companies.
Companies and partnerships will henceforth be obliged to provide information to the UBO Register within 7 days from the moment of entering the company into the National Court Register, or, in the case of already existing entities, within 6 months after the UBO Register regulations enter into force (no later than 13 April 2020). In the case of already provided information, the update to the UBO Register should be provided within 7 days from the change of information. The UBO Register will be non-confidential, publicly accessible and free of charge.
What Is An Ultimate Beneficial Owner
In accordance with EU regulatory reform, in Poland a UBO is “a natural or legal person, which directly or indirectly controls an entity by holding rights, allowing that person/company to influence the actions of this entity” or related parties.
With respect to corporate entities (general partnerships, limited partnerships, limited joint-stock partnerships, limited liability companies, joint-stock companies, except for public companies), Poland has adopted the following requirements:
- a natural person holding at least 25% of the total number of shares in an entity,
- a natural person disposing of at least 25% of the total number of votes in the managing body of an entity also as a pledgee,
- a natural person exercising control over a legal person or persons, which together hold over 25% of the total number of shares or dispose of over 25% of votes in the managing body of an entity also as pledgee, or,
- a natural person exercising control over an entity as a parent company pursuant to the Polish Accounting Act. In the case of natural persons conducting business activity, this person is simultaneously the UBO.
Please note that branches of foreign entities have not been covered by the UBO reporting obligation, and UBOs of such foreign entities that set up a branch in Poland may stay anonymous.
If the UBO cannot be readily identified in accordance with the foregoing, then the new law deems the senior managing official of the entity to be the UBO.
Register Contents
The new register will contain information available on both the given corporate entity and its UBO. With respect to a corporate entity which submits information on UBOs, the register will contain information related to: (i) name. (ii) legal form, (iii) registered seat, (iv) registration number in National Court Register (KRS number), and (v) tax identification number.
With respect to the UBO itself, information will entail: (i) name and surname, (ii) citizenship, (iii) country of residence, (iv) Polish personal identification number (PESEL) or date of birth in case the person does not have a PESEL, and (v) information on the percentage of the UBO’s participation or on the entitlements of the UBO.
Reporting And Penalties
Persons authorized to represent an entity will be responsible for the submission of information to the UBO Register. The penalty for noncompliance with the disclosure requirements of UBOs in the UBO Register is “a monetary fine up to PLN 1,000,000 (approx. EUR 230,000).”