All companies not issuing securities accepted for trading on a stock exchange (i.e. absolute majority of companies registered in the Business Register) and that are not a public administration entities are obliged as of 1 November 2018 to register in non-public part of the Business Register the first name, surname, birth registration number (or date of birth), address of permanent or other residence and other data about the so-called beneficial owner. This obligation has been imposed in relation to adopting an amendment to the Act on protection against legalization of proceeds from crime applying to almost all newly established and existing companies. From 1 January 2019, a rule according to which the data about beneficial owners is not registered with legal entities registered in the Register of Public Sector Partners has been implemented.
The beneficial owners are usually partners (for the compliance with the relevant obligation it does not matter whether they are already registered in the Business Register or not), shareholders, silent partners and sometimes also statutory representatives, if complying with the definition imposed by the law. According to this definition, a beneficial owner is simply a person actually managing or controlling the legal entity or having benefit from its activity or trade, especially:
• A natural person having a direct or indirect share or a sum of such shares of at least
25 % on the voting rights in the legal entity or its registered capital
• A natural person having a right for the economic benefits for at least 25 % from the business or other activity of the natural person – a businessman or the legal entity
• A natural person being a statutory body, managing body, supervisory body, controlling body or member of such bodies
• A natural person that has founded or established a non-investment pooled assets fund
For entities already registered in the Business Register (except for the already registered public sector partners) that are subject to the liability to have the data about beneficial owners registered in the Business Register the transitional period of fourteen months (from 1 November 2018 till 31 December 2019), within which they have to register the data (to file a proposal for the registration of data about the beneficial owner) is stipulated by the law. Newly established entities could be registered already with the data about beneficial owners from 1 November 2018.
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