The Central Register of Real Beneficiaries is a result of implementation of the provisions of the European Parliament Directive (2015/849 of 20 May 2015) to prevent money laundering or terrorist financing. In Poland, the basis for the functioning of CRBR is the Act of 1 March 2018 on counteracting money laundering and financing of terrorism (Journal of Laws of 2017, item 1523 and of 2018, item 2243). The system is created to collect information about natural persons (i.e. Real Beneficiaries) exercising control over companies.

Pursuant to the Act, the Real Beneficiary is a natural person who:

• exercises direct or indirect control over the company through its powers, which arise from legal or factual circumstances, enabling it to exercise decisive influence over the company’s activities or activities, or
• on behalf of which economic relations are established or the so-called occasional transaction.

In the case of a company which is a legal person, the Real Beneficiary is:

• a natural person who is a shareholder in a company who has the right to ownership of more than 25% of the total number of shares in that legal person,
• a natural person having more than 25% of the total number of votes in the company’s decision-making body, also as a pledgee or user, or pursuant to agreements with other persons authorized to vote,
• a natural person exercising control over a legal person or legal persons jointly entitled to ownership of more than 25% of the total number of shares in the company, or jointly holding more than 25% of the total number of votes in the company’s governing body, also as a pledgee or user, or on the basis of agreements with other persons entitled to vote,
• a natural person exercising control over the company by having the rights referred to in art. 3 clause 1 point 37 of the Accounting Act of 29 September 1994 (Journal of Laws of 2019, item 351), or
• a natural person holding a senior management position in company bodies in the event of a documented inability to determine or doubt as to the identity of natural persons referred to in the above points and in the event of no suspicion of money laundering or terrorist financing.

In addition, the Legislator indicates two more cases in which it considers natural persons as Real Beneficiaries. The first situation concerns a trust, where the Real Beneficiary may be: the founder, trustee, supervisor, the beneficiary himself or another person controlling the trust. On the other hand, the second one refers to a natural person conducting business activity, towards which no premises or circumstances were found that could indicate the fact that another natural person exercised control over him. Then it is assumed that such a person is also the Real Beneficiary.

General, limited partnerships, limited joint-stock partnerships, limited liability companies and joint-stock companies with the exception of public companies are required to register Real Beneficiaries. The register does not include civil law partnerships and sole proprietorships.

Registration is made on the website of the Ministry of Finance (https://crbr.podatki.gov.pl/adcrbr/#/), using a qualified signature or trusted ePUAP profile. It also allows you to search for a given beneficiary or check the status of the registration application.

Reports to CRBR can only be made by a person (persons) authorized (entitled) to represent a given company, i.e. disclosed in the National Court Register. In the event that joint representation is required, i.e. by more than one person, the application must be signed by all required persons. In their explanations, the Ministry of Finance indicated that in this situation the order of signing does not matter – qualified signatures and signatures confirmed by ePUAP trusted profile can be placed in any configuration.

The information subject to notification to the register includes identification data of the reporting companies (company, organizational form, registered office, number in the National Court Register, NIP) and identification data of the Real Beneficiary and a member of the body or partner authorized to represent the companies (name and surname, citizenship, country of residence, PESEL number) or date of birth, information on the size and nature of the participation or the entitlements of the Real Beneficiary).

It is worth adding that such a report also contains a statement of the person or persons making the report about the veracity of the information reported to the system.

The deadline for mandatory notification in the register depends on the time the company is entered in the National Court Register. In the case of companies that were entered in the National Court Register before the entry into force of the provisions on CRBR, i.e. before October 13, 2019, the obligation to submit information to the register expires on April 13, 2020, i.e. half a year from the creation of the register. Companies registered after this date are reported to the register no later than within 7 days from the date of entry.

Due to the situation of the COVID-19 pandemic, companies existing before October 13, 2019 were extended the period of mandatory notification to July 13. However, nothing changes for new companies registered after October 13 2019, which still have 7 days to enter in the register.

The file itself necessary for registration can be generated in the form of an .xml extension in a dedicated application for signing with a qualified electronic signature at the disposal of the person authorized to represent the company. Then, in the “load application” tab you can import on the main page. Once properly signed and accepted, generate an Official Confirmation of Receipt (UPO)

Undoubtedly, one of the biggest drawbacks of the registry is the lack of English version. This will significantly hinder registration for foreign people who will have to use the support of advisers or Polish colleagues. They can also be helpful in determining who, in fact, is the title real beneficiary to be reported. In many cases this is not obvious.

The regulations provide for a fairly high penalty for failure to report the information referred to above. according to with them, failure to notify within the statutory period may result in a fine of up to PLN 1,000,000.

All interested parties wishing to obtain practical information or obtain assistance in the process of registering Real Beneficiaries in CRBR are encouraged to contact our expert Mirosław Siwiński at msiwinski@advicero.eu or number +48 533 339 592 or contact our office at office@advicero.eu.