Changes to the Central Register of Beneficial Owners
On 31 October 2021, changes regarding the Central Register of Beneficial Owners (“CRBiR”) take effect. The changes were implemented upon the Act of 30 March 2021 amending the Act on Anti Money Laundering and Counteracting Terrorism Financing and some other acts (Journal of Laws item 815). Presented below are the major changes:
New entities in the CRBiR
By 31 January 2022, the obligation to provide information about beneficial owners to the CRBiR applies to new entities, namely:
- associations which must be entered in the National Court Register,
- European cooperatives,
- European companies,
- European business interest groups,
- trusts in which the trustees or their equivalents reside or have their registered office in the Republic of Poland or which establish business relations or purchase real property in Poland for or on behalf the trust.
The above deadline applies to entities which are in existence on the effective date of the above regulations (i.e. on 31 October 2021). Entities which are established after the effective date should adhere to the 7-day deadline for reporting, which is counted from the moment of entry in the National Court Register (except for a trust).
The obligation to provide information by beneficial owners
So far, the entities obliged to provide information about beneficial owners had no means to identify their beneficial owners. For example, the management board of a limited liability company had no means to force the shareholders to provide information required to identify the beneficial owner of the company, which made compliance with this obligation very difficult.
This will change once the new regulations take effect. Upon their effective date, the beneficial owner will be obliged to provide the entity entered in the CRBiR with all information and documents necessary to report and update the information about the beneficial owner. Beneficial owners who fail to comply with this obligation, which will result in the obligated entity’s failure to report or update the information in the CRBiR, will be subject to a fine of up to PLN 50,000.
The obligation to provide personal data of the reporting person
The person reporting to CRBiR (usually a person authorized to represent the entity) will be obliged, apart from indicating the data to be reported, to provide his/her own personal details, i.e. the name and surname, citizenship, country of residence, personal number PESEL (and in the absence of the latter – the date of birth) as well as the function which authorizes them to file the report.
The obligation to disclose information about all citizenships
So far the regulations required that a single citizenship of the beneficial owner be disclosed. Upon the entry in force of the new regulations, the beneficial owner is obliged to disclose all citizenships.
The deadline for updating the citizenship-related information with respect to beneficial owners registered in the CRBiR on the effective date of the regulations is 30 April 2022.
The obligation to record discrepancies in the CRBiR
A new duty is imposed on obligated institutions: they are obliged to record discrepancies regarding the beneficial owner between the data recorded in the CRBiR and the data established by the obligated institution. The institution should also take measures to explain the causes underlying such discrepancies. If the discrepancies are confirmed, the obligated institution should send the information about them to the Minister in charge of finance, together with their justification and the relevant documentation.
The procedure of recording discrepancies, their explanation and reporting to the Minister should be included in the internal AML procedure of the obligated institution.
Should you have any questions in this respect, you are welcome to contact us.