On 13 October 2019, as a result of the entry into force of provisions of the Act of 1 March 2018 on countering money laundering and terrorist financing, uniform text of 16 May 2019 (Journal of Laws of 2019, item 1115, as amended, hereinafter referred to as “the Act”), which we discussed in the article Central Register of Ultimate Beneficial Owners, i.e. Transparency Above All, the CRUBO became operational, being a system for collecting and processing the information on ultimate beneficial owners, i.e. natural persons who either directly or indirectly control a company. The establishment of the Central Register of Ultimate Beneficial Owners is going to materially affect the operation of many businesses.
One of the main tasks of CRUBO is to counter money laundering and terrorist financing. The Central Register of Ultimate Beneficial Owners is supposed to boost the security of business transactions, offer the option of contractor checking, facilitate the verification of structures of legal persons and streamline the collection and processing of information about ultimate beneficial owners of commercial law companies.
Since 13 October 2019, any commercial law company, with the exception of partnerships and public joint stock companies, is obliged to disclose the information on its ultimate beneficial owner in the CRUBO within the statutory deadline. As of 13 October, any entrepreneur also may, free of charge, request the Central Register of Ultimate Beneficial Owners to retrieve the identity of the ultimate beneficial owners of their contractors.
For a list of entities obliged to report the information about their ultimate beneficial owners and update any data already included in the CRUBO, and the scope of information to be reported in line with Article 58 and 59 of the Act, please go to our earlier post.
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Commercial law companies registered in the National Court Register before 13 October 2019 are obliged to submit their company’s identification data along with data of their ultimate beneficial owner no later than on 12 April 2020*. If you fail to meet this deadline, you may receive a fine of up to PLN 1 million.
The Central Register of Ultimate Beneficial Owners has been in place since 13 October at: https://crbr.podatki.gov.pl. Any technical and ancillary information about how the system works are published on the website of the Ministry of Finance.
What we know for a fact now is that only a person entered to the National Court Register as being authorised to represent the entity may report the information to the CRUBO on behalf of the company. Therefore, such application cannot be filed by a proxy for the time being. The application shall be signed in accordance with the method of representation reported to the National Court Register, i.e. in the case of a joint representation, the application must be signed by all members of the company’s Management Board, the order of signatures being irrelevant here. What is more, persons reporting the information must also submit a statement that information reported to CRUBO is accurate, hence they assume liability for the accuracy of this information.
Unfortunately, the Ministry of Finance is still working on the technical aspects of the portal dedicated to reporting. At the moment, there are still problems with electronic signatures, as – contrary to the Act and the assurances of the Ministry – they can only be submitted via a trusted profile on ePUAP, and not with a qualified signature. We hope that these technical issues will soon be resolved, and the website will operate the way it should.
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If you have any questions or need to discuss the topic, you are strongly encouraged to contact our expert, Anna LEHMANN:
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* According to the information published on the website of the Ministry of Finance and according to the calculation of deadlines provided by the Ministry.