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The ultimate beneficial owner (UBO) registration in the Central Register of Ultimate Beneficiaries (CRUB) is required starting from 13 October 2019. The entities already existing before that date are given additional 9 months to complete the registration, i.e. till 13 July 2020. The initial deadline to register the UBO in the CRUB was 13 April 2020, however, due to COVID-19 outbreak, it has been further postponed until 13 July 2020.
The entities incorporated after 13 October 2019 have 7 business days from the day of their entry into the National Court Register (NCR) to complete the registration in the CRUB. There is also a 7 business days period for submitting notifications to the CRUB in case of any changes to the data previously disclosed therein.
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The UBO register
is in electronic form
Application must be submitted via dedicated website managed by the Minister of Public Finance
Application must be signed with qualified e-signature or a signature confirmed by the trusted profile ePUAP
The registration is applicable to almost all Polish partnerships and companies registered in the NCR. Following entities are exempted from the obligation to register in the CRUB:
• professional partnerships; and
• joint-stock companies listed on the stock exchange.
UBO is a natural person or persons who control, whether directly or indirectly, an entity through their powers which result from legal or factual circumstances. These circumstances allow to exert a decisive influence on the actions and activities of the entity, which in turn makes such a person its UBO.
The CRUB is a database kept by the Minister of Finance and it contains information on the UBOs of the entities subject to registration. CRUB is of key importance from the perspective of national financial security and limiting activities connected with money laundering and terrorist financing. It reduces the risk of illegal activities by enabling to obtain information on the UBOs, even in complex ownership structures.
For the UBO registration, following data needs to be entered into the CRUB:
data regarding the entity:
seat and the address;
number in the National Court Register;
NIP (Tax Identification Number);
data regarding the UBO/representive:
forename and surname;
PESEL number or date of birth – in case of persons without PESEL number;
information on the volume and nature of shares or rights vested to the UBO.
The data may be entered to the CRUB only by persons authorized to represent the company and in accordance with its representation rules. As a principle, these will be members of the management board, in case of a joint-stock company or a limited liability company, and partners in case of partnerships. Submissions to the CRBR cannot be filed on the basis of a power of attorney. This is crucial from the perspective of liability for the data entered into the CRUB - the individuals entering such data are responsible for the correctness of such data under the pain of criminal liability. Where the company's representation rules require joint representation, the submission should be signed by all persons required to validly represent the company.
The submission to the CRUB cannot be done in writing. It has to be done electronically, by entering the relevant data on the online platform provided by the Minister of Finance.
Failure to comply with the obligation to register the UBO (or update data previously entered in the CRUB) may result in a penalty for such entity up to PLN 1 mln.
Representatives of the entities subject to UBO registration are also liable for damage caused by failure to submit the data to the CRUB within the statutory deadline (or updating such data in case of their change), as well as for submission of untrue data. Reporting untrue data to the CRUB is additionally associated with criminal liability of the person submitting such data.
What needs to be done and how can we help?
We offer a comprehensive review of the ownership structure of the entities subject to registration in the CRUB.
As part of our services, we offer to draft a report identifying the UBO and presenting information on the nature of shares or rights vested to the UBO. The report can be drafted in English or Polish.
We offer assistance in the registration process of the UBO on the dedicated website provided by the Ministry of Finance. Online support during registration can be provided as a second stage of the identification process, as well as a separate service, in case where an entity has identified the UBO on its own. Such support is particularly important for the company’s representatives who aren’t fluent in Polish (the website is available in Polish only).
Important registration information
The Central Register of Ultimate Beneficiaries is in electronic form. The website is available in Polish language only.
The application must be submitted on the website managed by the Minister of Finance.
The application must be signed with a qualified electronic signature or a signature validated by the trusted ePUAP profile.