The entry in the CRBR has been in force for more than a year, but many of the entities required to register have still not complied with the obligation. In the meantime, the deadline for companies registered before 13 October 2019 It's over. 13 July 2020
The establishment of the Central Register of Real Beneficiaries is the implementation of the provisions Directive 2015/849 to 20 May 2015 on the prevention of the use of the financial system for money laundering or terrorist financing (the so-called IV AML Directive). European Union legislation requires Member States to keep information on the beneficiaries in the central register and to make that information available to the competent authorities and financial analysts as well as to obliged entities (in the framework of customer due diligence measures).
In Poland, the basis for the functioning of CRBR is Act dated 1 March 2018 to combat money laundering and terrorist financing (Journal of Laws of 2020, item 971), which implements the provisions of the IV AML Directive.
What is CRBR
The Central Register of Real Beneficiaries (CRBR) is a system in which information on beneficial owners is collected and processed, i.e. natural persons exercising direct or indirect control over the company.
one the main tasks of the CRBR are to counter money laundering and terrorist financing. Having accurate and up-to-date data on beneficial owners is crucial to combat these phenomena, as it prevents criminals from hiding their identity in a complex corporate structure.
The public nature of the register, allowing everyone free access to information about the real beneficiaries, also ensures greater control of information by civil society and contributes to increasing confidence in the financial market and economic operators.
What data CRBR contains
The register shall collect data on the beneficiaries of the actual companies:
- • public,
- • Commandite,
- • command-action,
- • limited liability;
- • simple public limited liability companies (from 1 March 2021)
- • public entities, except public companies within the meaning of Act dated 29 July 2005 on the public offering and conditions for introducing financial instruments to organised trading and on public companies (Journal of Laws of 2019, item 623).
Who is the beneficiary of the actual company
It is a natural or natural person:
- • exercising direct or indirect control of the company through powers which arise from legal or factual circumstances which enable it to exercise decisive influence over the activities or activities undertaken by the company, or
- • on whose behalf an economic relationship is established or an occasional transaction is carried out.
In the case of a company, a legal person other than a company whose securities are admitted to trading on a regulated market subject to disclosure requirements under European Union law or equivalent national law third, the real beneficiary of the company is:
- • a natural person who is a shareholder or shareholder of a company with ownership rights more than 25% the total number of shares or shares of that legal person,
- • a natural person with more than 25% the total number of votes in the body constituting the company, including as a pledge or user, or on the basis of agreements with other voting rights,
- a natural person exercising control over a legal person or legal persons who together holds ownership more than 25% the total number of shares or shares of the company, or together having more than 25% the total number of votes in the body of the company, including as a pledgeee or user, or on the basis of agreements with other voting rights,
- a natural person exercising control over the company by having the powers in question in relation to it under Article 3(1)(37) Act dated 29 September 1994 on accounting (Journal of Laws of 2019, item 351), or
- a natural person having a senior management position in the company's organs in the event of a documented lack of ability to identify or doubt as to the identity of the natural persons referred to in the above points and in the event of non-identification of money laundering or terrorist financing.
The Act defines yet 2 cases where the obliged institutions identify the beneficial owners of their clients:
- in the case of a customer who is a natural person pursuing an economic activity for whom no conditions or circumstances have been established that may indicate that another natural person or natural person controls him, it is assumed that such a customer is at the same time a real beneficiary,
- in the case of a trust client, the real beneficiary shall be deemed to be the founder, the trustee, the supervisor (if established), the trust beneficiary and/or any other person who controls the trust.
However, in these cases, information on actual beneficiaries (trusts and natural persons conducting business activities) is not transmitted to the Central Register of Real Beneficiaries. The full definition of the real beneficiary is under Article 2(2)(1) Act dated 1 March 2018 to combat money laundering and terrorist financing (Journal of Laws of 2020, item 971).
Under the link provided, the Ministry explains the most frequently emerging doubts about CRBR