- What is the current legal basis of the Transparency Register? To what extent has the Directive been implemented?
- Is there an obligation of a UBO or shareholder to proactively provide information on the UBO to the legal entity?
- Is there an obligation of a legal entity to actively inquire with its shareholders / partners on the identity of the UBO(s)?
- Who is required to make filings with the Transparency Register, the legal entity or the UBO?
- Are there exemptions to the filing obligation?
- What is the due date for the initial filing? Is there an obligation to update the filing?
- What are the sanctions in case of a breach of the transparency obligation?
- Is the Transparency Register established as a separate register or part of an existing one?
- Notable amendments (including through the Directive)
jurisdiction
1. What is the current legal basis of the Transparency Register? To what extent has the Directive been implemented?
The legal basis of the Polish Transparency Register is the Polish Act on Combating Money Laundering and Financing of Terrorism (the "Polish AML Act") that came into force on 13 October 2019.
The Polish AML Act implemented the Directive and introduced the Central Register of Beneficial Owners (pol. Centralny Rejestr Beneficjentów Rzeczywistych) (the "UBO Register") to the Polish legal system.
2. Is there an obligation of a UBO or shareholder to proactively provide information on the UBO to the legal entity?
Only upon request.
UBOs have to provide information upon request.
3. Is there an obligation of a legal entity to actively inquire with its shareholders / partners on the identity of the UBO(s)?
Yes.
The legal entity (the representative of the partnership/company) must take all available and legitimate action within its scope of activity in order to identify the UBO and verify their identity.
4. Who is required to make filings with the Transparency Register, the legal entity or the UBO?
The legal entity.
5. Are there exemptions to the filing obligation?
Yes.
Public joint stock companies ("spółki publiczne") are not obliged to file with the Register
6. What is the due date for the initial filing? Is there an obligation to update the filing?
The initial date for filing passed on 13 July 2020.
In the case of any change in the information previously provided to the UBO Register, such change must be notified within 7 days after the change occurs.
New companies registered in the National Court Register are obliged to submit information to the UBO Register within 7 days at the latest from the date of entry in the National Court Register.
7. What are the sanctions in case of a breach of the transparency obligation?
Responsibility for providing information on the UBO to the UBO Register lies with a partnership / company (financial liability) and the representative of the partnership / company who reports to the UBO Register (criminal liability).
If a partnership / company fails to comply with the obligation to report the necessary information to the UBO Register within the indicated time limit, it is subject to a financial penalty of up to PLN 1,000,000 (approx. EUR 234,000).
The declaration regarding the UBO is made under penalty of criminal liability for making a false declaration. If a person reporting to the UBO Register falsifies or tampers with the information provided, they will be subject to a penalty of imprisonment for a period of between 6 months to 8 years.
8. Is the Transparency Register established as a separate register or part of an existing one?
The Central Register of Beneficial Owners is established as a separate new register.
9. Notable amendments (including through the Directive)
N/A
