In connection with numerous questions addressed to the General Inspector of Financial Information (hereinafter: ‘General Inspector’) concerning the obligation for notaries to provide information on their activities under the Anti-Money Laundering and Countering the Financing of Terrorism Act of 1 March 2018 (Journal of Laws  2023, item 1124, as amended), hereinafter referred to as: ‘AML Act’, the General Inspector draws attention to the issues set out below.

Notaries as obligated institutions

In accordance with Art. 1 point 13 of the AML Act, obligated institutions are ‘notaries in the scope of activities performed in the form of a notarial deed, including:

a) transfer of ownership of property value, including the sale, exchange or donation of movable or immovable property,

b) conclusion of an agreement on the division of inheritance, abolition of co-ownership, life imprisonment, annuity in exchange for the transfer of ownership of immovable property and for the division of joint property,

c) transfer of the cooperative ownership right to the premises, the right of perpetual usufruct and the prospect of separate ownership of the premises,

d) making a contribution in kind after the establishment of the company,

e) conclusion of an agreement documenting the contribution or increase of contributions to the company or the contribution or increase of the share capital,

f) transformation or merger of companies,

g) divestment of the enterprise,

h) the disposal of shares in the company;’.

The General Inspector would like to point out that, in accordance with the above mentioned provision, the AML Act does not make the status of an obligated institution dependent on the legal form in which the notary carries out his activity, but refers directly to the person of the notary. The legislator, as in the case of other legal professions, linked the status of an obligated institution to the exercise of the profession and to the indication of the scope of activities performed.

Duty to report activities – most common concerns

In accordance with the provisions of the AML Act, if the value of the activities referred to in art. 2.1.13)  of the AML Act exceeds the equivalent of EUR 15 000, an obligated institution, which is a notary, is obliged to provide information to the General Inspector in the manner specified in Article 72.4 of the AML Act.

At the same time, it should be emphasized that the obligation to inform the General Inspector about activities under Art. 4 The AML Act does not cover keeping a register of shareholders of simple joint-stock companies and related activities, in accordance with art.2.1.13a of the AML Act in conjunction with Article 79.6a) of the Act of 14 February 1991 on Notaries (Journal of Laws 2024, item 1001, as amended), hereinafter referred to as: ‘PrNot’. However, this does not, however, exclude notaries from being subject to other obligations under the AML Act with respect to the activities referred to in Article 2.1.13a) thereof.

In order to ensure uniform and correct application of the provisions, the General Inspector presents the most frequent doubts related to the obligation to report activities and practical guidelines for their implementation.

Example 1

Question:

Is a notary, as an obligated institution, obliged to provide the General Inspector with information on the establishment of a family foundation or foundation?

Answer:

Under the AML Act, a family foundation constitutes a trust, as indicated in Art. 2.2.4) of the AML Act, according to which a trust is defined as ‘a legal relationship governed by foreign law resulting from a legal event, contract or agreement, including a set of such events or legal acts, on the basis of which ownership or possession of property values is transferred to a trustee for the purpose of exercising fiduciary management and making these values available to the beneficiaries of this relationship and a family foundation within the meaning of the Act of 26 January 2023 on a family foundation’.

To create a trust - a family foundation, it is required to undertake a number of activities listed in Article 21 of the Family Foundation Act of 26 January 2023 (Journal of Laws 2023, item 326), and only some of which are acts performed in the form of a notarial deed. For this reason alone, the mere creation of a family foundation (trust) is not subject to the obligation to inform the General Inspector by an obligated institution – a notary pursuant to Art. 72.4 of the AML Act.

Submission of a declaration on the establishment of a family foundation in the founding act or in a will in the form of a notarial deed (which creates a family foundation in the organization) or determination of the statutes by the founder in the form of a notarial deed, as referred to in Articles 22 and 26 of the Act of 26 January 2023 on a family foundation, respectively, are not listed in Article 2 para. 1 point 13 of the AML Act. Consequently, such activities are not subject to mandatory notification of the General Inspector by a notary pursuant to Art. 72.4 of the AML Act.

As regards the foundation, the declaration of intent to establish the foundation submitted in the form of a notarial deed, as referred to in Art. 3.1 of the Foundations Act of 6 April 1984 (Journal of Laws 2023, item 166), is also not listed in the catalogue of activities referred to in Art. 2.1.13) of the AML Act and is not subject to the obligation to inform the General Inspector by obligated institutions – notaries pursuant to Article 72.4 of the AML Act.

Example 2

Question:

Is the notary, as an obligated institution, obliged to provide the General Inspector with information on the declaration on the exercise by the municipality of the right of first refusal? A conditional contract of sale between natural persons had previously been concluded, provided that the municipality did not exercise its right of first refusal. The municipality submitted a declaration on the exercise of the right of first refusal within the time limit.

Answer:

In accordance with Art. 2.1.13a) of the AML Act, obligated institutions are notaries in the scope of activities performed in the form of a notarial deed, including, among others, transfer of ownership of property value, including the sale, exchange or donation of movable or immovable property, whereby property values are understood as property rights or other movable or immovable property, means of payment, financial instruments within the meaning of the Act of 29 July 2005 on trading in financial instruments, other securities, foreign exchange values and virtual currencies (art. 2.2.27) of the AML Act). Importantly, in the case of this legal basis, it is decisive to carry out a specific act in the form of a notarial deed. The AML Act does not prejudge that it must be a contract, as long as it has the effect specified in the AML Act.

On the basis of Art. 110.4.1) of the Real Estate Management Act of 21 August 1997 (Journal of Laws of 2024, item 1145, as amended), the mayor exercises the right of first refusal by submitting a declaration in the form of a notarial deed to the notary drawing up the sales contract.

If it is impossible or seriously difficult to make a declaration to that notary, it may be made to another notary. Once the declaration is made, the property becomes the property of the municipality if the exercise of the right of first refusal related to the sale of the property.

Such a declaration on the exercise of the right of first refusal by the municipality made in the form of a notarial deed resulting in the transfer of property values requires informing the Inspector General, if its value exceeds the equivalent of EUR 15 000 (Article 72 para. 4 of the AML Act).

Example 3

Question:

Is a notary, as an obligated institution, obliged to provide the General Inspector with information about the conclusion of a settlement - under which a debtor who is a natural person undertakes to compensate legal persons for damage and undertakes to repay amounts exceeding EUR 15,000.

Answer:

Notification in the case of notaries is subject to an act, not a transaction, which is specified in Art. 2.2.21) of the AML Act.

In connection with the above, transactions carried out in the form of a notarial deed involving the transfer of ownership of property value, including the sale, exchange or donation of movable or immovable property (Art. 2.1.13 (a) of the AML Act), but only those whose equivalent exceeds EUR 15 000.

In addition, Art. 2.2.27) of the AML Act defines the legal definition of property values as property rights or other movable or immovable property, means of payment, financial instruments within the meaning of the Act of 29 July 2005 on trading in financial instruments, other securities, foreign exchange values and virtual currencies.

The concept of transfer of ownership of property values should therefore also be understood as the transfer of ownership of money the equivalent of which exceeds EUR 15 000.

Due to the wide range of relations between the parties, which may become the subject matter of the settlement and its universal nature, it is impossible to classify the settlement as subject or not to the obligation to inform the General Inspector under Art. 72.4 in conjunction with Art. 2.1.13) of the AML Act. Each case must therefore be examined on a case-by-case basis, taking into account all the terms of the settlement and the effects it has.

Example 4

Question:

Is a notary, as an obligated institution, required to report to the General Inspector the conclusion of a contract by a housing cooperative for the establishment of separate ownership of a premises and the transfer of that premises to a person who previously held a cooperative tenant right to it?

Answer:

Doubt boils down to determining the nature of the contract for the establishment by the housing cooperative of separate ownership of the premises and the transfer of the premises, i.e. determining whether the contract, within the meaning of the provisions of the AML Act, transfers property values or not.

It should be noted that in accordance with Art. 12.1 of the Housing Cooperatives Act of 15 December 2000 (Journal of Laws 2024, item 558), hereinafter referred to as: ‘UstSpM’:

 ‘At the written request of a member who has a cooperative tenancy right to a dwelling, the cooperative shall be obliged to conclude with that member a contract for the transfer of ownership of the dwelling after the member has made:

1) repayment of the part of the cooperative's obligations related to the construction referred to in Art. 10.1.1), including in particular the relevant part of the cooperative's credit debt with interest, and if the cooperative has benefited from aid obtained from public funds or other means - repayment of the part of the loan cancellation attributable to this premises in the amount to be paid by the cooperative to the state budget;

2) repayment of debt due to fees referred to in Art.4.1.”

The UstSpM therefore uses the expression ‘transfer of ownership’, which is a broader concept than sales.

Therefore, there is no doubt that the contract for the establishment by the housing cooperative of separate ownership of the premises and the transfer of that premises to the person entitled to the cooperative tenant's right to the residential premises will constitute an act carried out in the form of a notarial deed, including the transfer of ownership of property value under Art. 2.1. 13a) of the AML Act.

As a side note, it is worth noting that the catalogue contained in Art. 2.1.13.a) of the AML Act: ‘including the sale, exchange or donation of movable or immovable property’ is not a closed catalogue, which is manifested by the legislator’s use of the term ‘including’ and by the mere fact that it does not mention the contract for the establishment by a housing cooperative of separate ownership of premises and the transfer of those premises to a person. Therefore, it cannot be inferred that such a contract does not fall within the concept of a transaction involving the transfer of ownership of property value.

The above means that the agreement on the establishment by the housing cooperative of separate ownership of the premises and the transfer of this premises to a person is subject to the obligation to report to the General Inspector pursuant to Article 72.4 of the AML Act.

Example 5

Question:

Is a notary, as an obligated institution, obliged to provide the General Inspector with information on the activity consisting in the transformation of a limited partnership into a limited liability company in a situation where the share capital of a limited liability company (converted company) amounts to, for example, PLN 9.000.00, and the contributions of partners in a limited partnership (converted company) amounted, respectively, to e.g.: PLN 3,000.00, PLN 3,000.00 and PLN 3,000 and they correspond to the nominal values of the shares in the share capital of limited liability company and the contributions made to cover them. In addition, the conversion plan specifies that the carrying amount of the assets of the converted company exceeds the equivalent of EUR 15 000.

Answer:

In accordance with Art 2.1.13) and 13a) of the AML Act, notaries are an obliged institution within the scope of the activities indicated therein. In the light of Art. 2.1.13f) of the AML Act, such an activity is the transformation or merger of companies made in the form of a notarial deed. However, not every activity referred to in Art.2.1.13) of the AML Act requires notification to the General Inspector by a notary, and only the one whose equivalent exceeds EUR 15 000 (Article 72.4 of the AML Act).

Pursuant to Article 563.1.2) of the Commercial Companies Code of 15 September 2000 (Journal of Laws 2024, item 18 as amended, hereinafter referred to as: It follows that the mandatory element of the resolution on conversion is the determination of the share capital if a limited liability company is to be established after the conversion. At the same time, the Commercial Companies Code imposes the obligation that the resolution on transformation be included in the protocol drawn up by a notary (Article 562 § 2 of the Commercial Companies Code).  On the other hand, it is apparent from Article 104.4 of the PrNot that the minutes are to be drawn up in the form of a notarial deed.

According to the wording of Art. 563.2 of the Commercial Companies Code, this adoption of a resolution on transformation replaces the conclusion of the articles of association of the converted company and the appointment of the bodies of the converted company.

 

However, determining the carrying amount of the assets of the converted company on a specific day in the month preceding the submission of the conversion plan to the shareholders is an obligatory element of the conversion plan (Article 558.1.1) of the Commercial Companies Code), which is prepared, depending on the legal form of the company, by the management board of the converted company or all partners conducting the affairs of the converted company (Article 557.1 of the Commercial Companies Code). The transformation plan takes the form of a notarial deed only in a single-member company (Art. 557.3 of the Commercial Companies Code). Also, the transformation plan, as a rule, does not have to take the form of a notarial deed, and in accordance with Art. 4 in conjunction with Art. 2.1.13f) of the AML Act, only a specific act performed in the form of a notarial deed is subject to registration in this mode. The transformation plan is not subject to notification to the General Inspector pursuant to Art. 72.4 of the AML Act, even if the carrying amount of the assets of the converted company exceeds the equivalent of EUR 15 000.

Example 6

Question:

Is the notary, as an obligated institution, obliged to provide the General Inspector with information on the activity involving the resolution on the issue of new shares in the ordinary issue of shares in a Simple Joint Stock Company, if the share issue price is above the threshold value?

Answer:

The question concerns the most common ordinary issue of shares in business transactions and the activity involving the resolution on the issue of shares referred to in Art. 300(104) of the Commercial Companies Code. Thus, it does not concern the stage of notification of the issue of shares to the register of shareholders of simple joint-stock companies, as referred to in Article 300(107) of the Commercial Companies Code in conjunction with Article 79(6a) of the PrNot. Before forwarding the information to the General Iznspector, the notary should therefore examine whether the conditions of Art.2.1.13) of the AML Act, in particular those referred to in art. 2.1.13e) of the AML Act, i.e.  whether the act performed in the form of a notarial deed includes the conclusion of an agreement documenting the contribution or increase of contributions to the company or the contribution or increase of the share capital.

It should be noted that the amendment to the articles of association in the case of the issue of shares, as referred to in Art. 300 (103) of the Commercial Companies Code, was not included in the catalogue of activities referred to in Art. 2.1.13) of the AML Act and thus is not subject to the obligation to inform the General Inspector.

What is also worth pointing out, in a simple joint-stock company we are also dealing with share capital, not share capital (Art.300(3)( 1) Commercial Companies Code).

Summing up, the resolution on the issue of shares referred to in Art. 300 (104) of the Commercial Companies Code itself was not subject to the obligation to provide information referred to in Art. 72.4 in conjunction with Art. 2.1.13e) of the AML Act.

Example 7

Question:

Is the division of joint property, which includes an enterprise, subject to the obligation to inform the General Inspector by a notary pursuant to Art. 72.4 of the AML Act?

Answer:

The AML Act grants notaries the status of an obligated institution, among others, in the scope of an act performed in the form of a notarial deed referred to in art. 2.1.13b) of the AML Act, i.e. conclusion of an agreement for the division of inheritance, abolition of co-ownership, life imprisonment, annuities in exchange for the transfer of ownership of real estate and for the division of joint property. Pursuant to Article 46 of the Family and Guardianship Code Act of 25 February 1964 (Journal of Laws 2023, item 2809, as amended) hereinafter referred to as: ‘KRiO’: ‘In cases not provided for in the preceding articles, the provisions on the commonality of the estate and the division of the estate shall apply mutatis mutandis to the assets covered by the commonality of the estate and to the division of the estate from the time when the statutory community ceases.’ It follows that the provisions on the form of an agreement on the division of the estate should also apply mutatis mutandis to the division of the assets covered by the statutory community.

Thus, in accordance with Article 1037(3) of the Civil Code of 23 April 1964 (Journal of Laws 2024, item 1061, as amended) hereinafter referred to as: ‘CC’: ‘If the estate is owned by an undertaking, the agreement on the division of the estate must be concluded in writing with notarised signatures. However, if the enterprise includes real estate or the enterprise is subject to succession management, the agreement on the division of the estate should be concluded in the form of a notarial deed."

As a rule, through the proper application of the provisions on the division of the estate, the division of assets covered by the statutory community of which the enterprise is part requires a written form with a notarized signature and carrying out such an action does not involve an obligation to inform the General Inspector by a notary pursuant to Article 72.4 of the AML Act. However, this general rule concerning the division of the joint assets of which the undertaking is part is subject to the derogations laid down in Article 1037(3) of the CC in conjunction with Article 46 of the KRiO.

In addition, in the case of division of property, it should be checked whether, due to other assets, the form of a notarial deed is required, e.g. when the property covered by the statutory community additionally includes real estate. Then, such an act performed in the form of a notarial deed is subject to notification of the General Inspector by a notary pursuant to Art. 72.4 of the AML Act, provided that the equivalent of the activity exceeds EUR 15 000.

Example 8

Question:

Whether deeds of certification of succession, drawn up by notaries, should be covered by the obligation to provide information to the General Inspector pursuant to Art. 72.4 of the AML Act?

Answer:

The AML Act grants notaries the status of an obligated institution, but it is limited to the activities referred to in Art. 2.1.13 and 13a) of the AML Act. Importantly, the activities referred to in Art.2. 1.13 of the AML Act, must be in the form of a notarial deed.

The drafting of the deed of certification of succession, on the other hand, constitutes an act distinct from the notarial deed referred to in Article 79(1a) of the PrNot. Statutory obligations, including those set out in Article 72 of the AML Act, apply only to entities that are obliged institutions within the meaning of the AML Act. As indicated above, having regard to Article 2.1.13 and 13a) of the AML Act, a notary is not an institution required to draw up an act of certification of succession.

Obligations towards the General Inspector shall be independent of the order to inform the Head of the National Revenue Administration, hereinafter referred to as: ‘Head of the National Revenue Administration’, to carry out the activities specified in the regulations. Pursuant to Article 84a(1)(2) of the Tax Code of 29 August 1997 (Journal of Laws 2025, item 111, as amended) the notary is obliged to provide the Head of the National Revenue Administration with information about the registered deed of certification of succession.  More information on reporting to the Head of the National Revenue Administration can be found in Communication No. 49 on the reporting of information by notaries to the GIFI and the Head of the National Revenue Administration, available at: https://www.gov.pl/web/finanse/Communication-No-49-on-reporting-information-by-notaries-to-giif-and-chief-cassette .

Summary

The obligation to report actions to the General Inspector by a notary arises only if the conditions set out in Article 72.4 in conjunction with Art. 2.1.13 of the AML Act, i.e. when the activity:

1.         is made in the form of a notarial deed;

2.         is included in the catalogue of activities indicated in Art.2.1.13 of the AML Act;

3.         its equivalent exceeds EUR 15 000.

Legal situation as at 15 May 2025. The General Inspector reserves the right to update and  supplement the content of the communication. The above communication does not concern the transmission of information to the Head of the National Revenue Administration.