Ultimate Beneficial Owners Register in Poland (CRBR) — is open and free, but still almost empty
Like many other EU Member States, Poland has fulfilled its obligation to set up a national UBO register. Although it was created on October 13, 2019 and is available online for anyone who wants to check the person controlling a given company, in fact little data is in it. All this because in connection with the COVID-19 epidemic, the Polish government has decided to extend the mandatory registration deadline from April 13 to July 13, 2020.
The most important information about CRBR in a nutshell
Centralny Rejestr Beneficjentów Rzeczywistych (shortly CRBR):
- has been operating since October 13, 2019
- it is run by the Ministry of Finance of Poland
- is open and free, what means that absolutely anyone can verify there his contractor with no limits or restrictions
- all the information it contains is presented in Polish only
- you can find it at www: https://www.podatki.gov.pl/crbr/
- was established to fulfilled requirements of the 4th Anti-Money Laundering Directive (known also as the 4th AML Directive), but meets also the requirements of the 5th AML Directive, that not only obligate EU Member States to create ultimate beneficial ownership registers, but also demands its full accessibility without indicating any ‘legitimate interest’. (Open access to this type of registers is not a certainty, as we wrote about it in the article Ultimate Beneficial Owners Registers in the EU — the oceans and the deserts of data — only 5 UBO registers were open then).
Which companies are subject to the ultimate beneficial owner register in Poland?
You might be surprised, but not all.
In Poland exist two seperate business registers — CEIDG (the Central Register and Information on Business that includes a database of the solo business owners) and KRS (the National Court Register).
The obligation to enter into the CRBR (and subsequently update provided data) applies in Poland only to companies registered in KRS:
- limited companies (pol. spółka z ograniczoną odpowiedzialnością Sp. z o. o.)
- joint-stock companies (pol. spółka akcyjna S.A.)
- limited partnerships (pol. spółka komandytowa Sp. k.)
- joint-stock partnership companies (pol. spółka komandytowo-akcyjna S.K.A.)
- unlimited companies (pol. spółka jawna Sp. j.).
When CRBR will be 100% fulffiled?
It’s actually the question of until when Polish companies have time to register a beneficiary
Due to the fact that CRBR appeared online on October 13, 2019, the legislator divided the companies into two groups:
- companies established before October 13, 2019 have time to enter by July 13, 2020 (initially, before the Anti-Crisis Shield Act came into force at the end of March, the official deadline was April 13, 2020)
- companies that have been created and established since October 13, 2019 have 7 days to register.
It is important, however, that even now — when the deadline for applications for companies established before October 13, 2019 has been postponed from April 2020 to July — the register of actual beneficiaries is not completed as it should.
For example, when we checked the CRBR supplement in December 2019, only 27.8% of all companies that were established on October 13 or later and that should have reported the data of their ultimate beneficiaries in the register within 7 days, actually did.
About the first penalties for failure to comply with the obligation to enter UBO data is quietly for now — as if the legislator has not yet started to implement them. But there are and they are not small.
Penalty for failure to notify the beneficiary to CRBR in a mandatory period
Failure to comply with the entry in the register of ultimate beneficial owners within the prescribed period may result in a fine up to PLN 1,000,000 (about 22 thousand euros).
Penalty for providing false data of UBO
As CRBR was created to prevent money laundering and terrorist financing, the penalty for providing a false beneficial owner or failure to show all the actual beneficiaries of the company is from 6 months to 8 years imprisonment.
Does the definition of ultimate beneficial owner in Poland differs from the definitions adopted in other countries?
Not really.
According to Polish law, the ultimate beneficial owner is:
a natural person (not a company, but a specific person!),
which owns all or at least 25% of shares in a given company,
or / and controls this company. In principle, exercising control over a company means 3 situations:
1) a person has more than 25% of the total number of votes in the company’s decision-making body,
2) a person exercises control over a legal person who is entitled to a min. 25% shares, shares or votes,
3) in cases where the shareholding is dispersed and it is impossible to determine clearly who has a min. 25% of shares, the real beneficiary is a person (or persons) who has the rights to manage and represent the company (he is the founder, he belongs to the board of the company, etc.).
Example of UBO identification:
Jan K. owns 9% of shares in Company X, Marlena Z. holds 4% of shares in Company X, and the rest of shares belong to Company Y.
As neither Jan K. nor Marlena Z. have min. 25% of shares, we need to look into the ownership structure of company Y and find the individuals who control it.
Company Y is 60% owned by Tomasz W. and 40% owned by Mateusz W.
Tomasz W. and Mateusz W. are the real ultimate beneficial owners of the Company X, which should be reported to CRBR, because the first holds 52.2% of shares in company X and the other 34.8%.
Indication of the right beneficiary will therefore require many Polish companies to delve into the structure of subsidiaries and personal and capital connections. Will they cope with this relatively new and difficult task? We will probably find out in July.
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