Purpose and Significance of the CRBR

The Central Register of Beneficial Owners, commonly referred to by its Polish acronym CRBR, is a public register maintained by the Minister of Finance with the aim of enhancing transparency in ownership structures of entities operating in Poland. The register collects information on the natural persons exercising direct or indirect control over entities required to register, enabling law enforcement authorities, financial institutions and the general public to identify the true beneficial owners of corporate structures.

The legal basis for the CRBR is the Act of 1 March 2018 on Counteracting Money Laundering and the Financing of Terrorism (the AML Act), implementing EU anti-money laundering directives – in particular the Fourth and Fifth AML Directives. The registration obligations are contained primarily in Chapter 6 of the AML Act (Articles 55–72), and their violation is subject to severe administrative sanctions. It is worth noting that the CRBR obligations have been amended on several occasions – most significantly in connection with the implementation of Directive 2018/843 (Fifth AML) and subsequent changes concerning family foundations – and that interpretative practice has been shaped not only by the literal wording of the AML Act but also by communications issued by the Ministry of Finance and the General Inspector of Financial Information (GIIF).

From the perspective of foreign investors entering the Polish market, the question of CRBR registration has immediate practical importance at the stage of incorporating a company. Unfamiliarity with the applicable rules or their misapplication can result in financial penalties as well as complications in dealings with obliged entities – banks, trust service providers and notaries – which are legally required to verify the beneficial ownership status of their clients before establishing a business relationship.

Entities Required to Register

The AML Act provides a precise and exhaustive list of entities required to report information on their beneficial owners to the CRBR. While the list is closed in nature, it covers a wide range of legal forms used to conduct business in Poland.

Commercial Law Companies

The largest category of obliged entities comprises commercial law companies. The registration obligation applies to: general partnerships (spółka jawna), limited partnerships (spółka komandytowa), limited joint-stock partnerships (spółka komandytowo-akcyjna), limited liability companies (spółka z ograniczoną odpowiedzialnością), simple joint-stock companies (prosta spółka akcyjna) and joint-stock companies (spółka akcyjna) – with the exception of joint-stock companies and limited joint-stock partnerships whose shares are admitted to trading on a regulated market subject to disclosure requirements under EU law or equivalent provisions of third-country law. The exclusion of listed companies is justified by the fact that they are already subject to separate and extensive disclosure obligations under capital market regulations. The registration obligation also applies to professional partnerships (spółka partnerska), European economic interest groupings and European companies (Societas Europaea).

Other Entities Subject to Registration

Beyond commercial companies, the obligation to register in the CRBR also applies to: cooperatives (with the exception of European cooperatives), associations required to be entered in the National Court Register (KRS), foundations, investment funds, alternative investment companies, and trusts whose trustees or persons holding equivalent positions are resident or domiciled in Poland or enter into business relationships or acquire real estate in Poland. The applicability of CRBR obligations to trusts should be assessed on a case-by-case basis, as the relevant statutory conditions require careful analysis – not every trust with a connection to Poland will automatically fall within the scope of the obligation.

In the context of corporate activities, it is worth highlighting that the obligation also covers family foundations operating under the Act of 26 January 2023 on Family Foundations. Family foundations, as a relatively new instrument for succession planning and wealth management in Poland, are subject to specific beneficial ownership disclosure requirements that warrant separate analysis in each individual case.

Definition of Beneficial Owner

Correctly identifying the beneficial owner is the most critical – and most frequently problematic – element of complying with the obligations under the AML Act. The definition set out in Article 2(2)(1) of the AML Act describes a beneficial owner as the natural person or persons who exercise direct or indirect control over the client through powers resulting from legal or factual circumstances that enable decisive influence over the activities or actions undertaken by the client, or the natural person or persons on whose behalf a business relationship is established or an occasional transaction is carried out.

Identification Criteria for Legal Entities and Companies

In relation to legal persons and unincorporated organisational units, the AML Act identifies the following criteria for determining beneficial ownership. A beneficial owner is primarily a natural person holding, directly or indirectly, more than 25% of the total number of shares or voting rights in a company, or exercising control through the exclusive right to appoint or remove the majority of members of the management or supervisory bodies, or holding other rights enabling decisive influence over the entity’s activities.

Calculating ownership thresholds in multi-tier structures (parent – subsidiary – sub-subsidiary) requires analysis of both direct and indirect ownership links. If Company A holds 60% of the shares in Company B, and Company B holds 50% of the shares in Company C, Company A indirectly holds 30% of the shares in Company C – which exceeds the 25% threshold and will, as a rule, result in Company A being regarded as the beneficial owner of Company C, unless circumstances excluding such qualification are present. Assessing ownership structures in complex corporate groups invariably requires individual analysis taking into account the full range of ownership links and corporate rights.

The Fall-Back Rule – Senior Managing Official

The AML Act provides for a so-called fall-back rule: where, after exhausting all available means and provided there are no grounds for suspicion, it is not possible to identify any natural person as a beneficial owner under the criteria above, or where there is doubt as to the identity of such a person, a natural person holding a senior managing position is deemed to be the beneficial owner. In practice, this means that where beneficial ownership cannot be established on the basis of the ownership structure, the data of a management board member or other person exercising effective operational control over the entity is disclosed in the CRBR.

The fall-back rule should be treated as a measure of last resort, requiring careful documentation of the identification process and a reasoned explanation of why it was impossible to identify a beneficial owner under the primary criteria. Supervisory and tax authorities may verify the appropriateness of its application, and its misuse to conceal the actual ownership structure may give rise to criminal liability under general criminal law provisions.

Filing Deadlines and Registration Procedure

Initial Registration Deadline

Newly established entities are required to make their first entry in the CRBR within 7 days of registration in the National Court Register (KRS). This deadline applies both to newly incorporated companies and to entities acquiring the status of an obliged entity through transformation, merger or demerger. For foreign investors establishing special purpose vehicles or holding companies in Poland, this means that the beneficial owners must be identified and disclosed immediately upon the company’s entry in the KRS, making it necessary to prepare the relevant ownership structure analysis at the planning stage of the investment.

Filings are made exclusively in electronic form through the IT system available at crbr.podatki.gov.pl. Registration is free of charge. The technical prerequisite for a valid filing is that the person making the entry holds a qualified electronic signature or a signature confirmed by a trusted profile (ePUAP). Only persons authorised to represent the entity in accordance with the representation rules set out in the articles of association and disclosed in the KRS are entitled to submit a filing. The ability to grant a power of attorney for CRBR filings is limited in practice – law firms and tax advisers therefore typically act in a supporting capacity only, assisting with the preparation of documentation rather than filing directly.

Scope of Information to be Disclosed

The filing to the CRBR must include the following information about the beneficial owner: first and last name, nationality, country of residence, PESEL number (if the beneficial owner is registered in the Polish population records system) or date of birth (for persons without a PESEL number), as well as information on the size and nature of the interest or rights held by the beneficial owner. These data are publicly accessible in the CRBR system without the need for registration or payment of any fees.

It is worth noting in this context that the judgment of the Court of Justice of the EU of 22 November 2022 in Cases C-37/20 and C-601/20 called into question the unrestricted public accessibility of beneficial ownership registers as a disproportionate interference with fundamental rights, prompting a number of EU member states to restrict access to their registers. Poland has maintained its broad public access model for the CRBR; however, this issue may generate questions from foreign investors accustomed to the more restrictive approaches adopted in other member states. The disclosure of the PESEL number raises certain data protection concerns in practice; however, this obligation follows directly from statute and the processing of personal data contained in the CRBR is carried out on the basis of Article 6(1)(c) GDPR (compliance with a legal obligation), which precludes reliance on the right to object to processing under Article 21 GDPR.

Obligation to Update Information

The CRBR registration obligation is ongoing in nature – obliged entities must continuously update information on their beneficial owners whenever there is any change to the data subject to disclosure. The deadline for making an update is 14 days from the date on which the change occurs. This deadline runs from the date of the actual change, not from the date on which it is reflected in the KRS or any other public register.

The update obligation applies both to changes in the ownership structure that result in a change of the beneficial owner’s identity, and to changes in the personal data of the beneficial owner already disclosed, including in particular: acquisition or disposal of shares exceeding the ownership thresholds that determine beneficial owner status, change of the beneficial owner’s country of residence, and change of the entity’s name or business activity. In corporate groups where share transactions or restructurings occur frequently, it is essential to implement internal procedures for monitoring changes that affect the beneficial ownership structure across all entities within the group that are subject to the Polish registration obligation.

It bears emphasis that failure to meet the update deadline constitutes an independent violation of the AML Act – even where the change of beneficial owner is legally effective and reflected in the KRS – and may result in the imposition of an administrative penalty. Monitoring of ownership changes should therefore be integrated with the compliance procedures applied by the entity’s legal department or external advisers.

Sanctions for Non-Compliance

Administrative Fines Imposed on the Entity

The AML Act provides for severe sanctions for failure to comply with CRBR registration obligations. An entity that fails to submit or update the required information within the prescribed deadline may be subject to an administrative fine of up to PLN 1,000,000. This fine is imposed by the Minister of Finance under administrative procedure rules. Administrative liability is, as a rule, objective in character; however, the authority takes into account the specific circumstances of each case – including the duration and cause of the violation, the entity’s cooperation with the authority and any remedial action taken – and case law consistently emphasises the principle of proportionality and the individualisation of sanctions.

In practice, fines at the maximum level are imposed primarily in cases of prolonged failure to act or deliberate obstruction of the identification of the beneficial owner. Nevertheless, the risk of a sanction is real even in cases of unintentional violations arising from a lack of awareness of the obligation or from changes in the ownership structure that have not been reflected in the register.

Beneficial Owner’s Liability for Providing False Information

Independently of the sanctions imposed on the obliged entity, the AML Act provides for the beneficial owner’s own liability for submitting false or inaccurate information in the filing. A beneficial owner who prevents or obstructs the identification of his or her person or provides information inconsistent with the facts is subject to criminal liability under general criminal law provisions, including provisions on making false statements or obstructing proceedings. It is worth noting that the AML Act imposes on the beneficial owner an obligation to provide the obliged entity with all information necessary for making a correct entry or update, and that refusal to cooperate or the provision of false data may itself give rise to liability under the applicable criminal law.

Perspective of Foreign Investors

Polish Companies with Foreign Shareholders

Foreign investors establishing companies in Poland or acquiring shares in Polish entities become obliged entities subject to CRBR registration as soon as the registration obligation arises. In holding structures where a Polish company is controlled by a foreign parent, it is necessary to trace the full ownership chain down to the level of the natural person exercising control. The fact that the direct shareholder of a Polish company is a foreign entity – such as a holding company incorporated in the Netherlands, Luxembourg or Cyprus – does not exempt the group from the obligation to identify and disclose the ultimate beneficial owner who is a natural person.

In due diligence and registration processes for multi-tier groups, it is necessary to gather documentation confirming the ownership structure at each level, including: extracts from foreign commercial registers, lists of shareholders or members, excerpts from shareholder agreements, constitutional documents or trust deeds, and – where necessary – declarations from intermediate entities confirming the absence of further controlling persons. This documentation should be drawn up or translated into Polish or English and retained by the entity as evidence of the identification process carried out.

Branches of Foreign Entrepreneurs

Foreign entrepreneurs conducting business in Poland through a branch (within the meaning of the Act of 6 March 2018 on the Principles of Participation of Foreign Entrepreneurs and Other Foreign Persons in Economic Turnover in the Territory of the Republic of Poland) are not, as a rule, separate legal entities under Polish law and do not bear the registration obligation in the CRBR as independent obliged entities. A branch constitutes an organisationally and financially separate form of business activity but lacks legal personality; accordingly, the registration obligation rests on the foreign parent company – provided that the parent falls within the scope of the applicable provisions. Nevertheless, each specific case should be assessed individually to verify whether the branch or its activities trigger any obligations under separate provisions, for example those relating to trusts.

Verification of the CRBR by Obliged Institutions

From an operational perspective, it is important for foreign investors to be aware that Polish obliged institutions – banks, notaries, law firms and tax advisers – are legally required to verify the data contained in the CRBR as part of their Customer Due Diligence (CDD) procedures. Any inconsistency between the data disclosed in the CRBR and the information provided to the obliged institution may result in refusal to establish a business relationship or require the application of Enhanced Due Diligence (EDD) measures. In extreme cases – particularly where an entity is not registered in the CRBR despite meeting the conditions for the registration obligation – the obliged institution has the right to refuse to enter into an agreement or execute a transaction and to report its suspicions to the General Inspector of Financial Information (GIIF).

For entities in the banking and financial sector that themselves hold the status of obliged institutions, verification of the CRBR constitutes a mandatory element of AML/KYC procedures. Foreign companies entering the Polish market as shareholders or counterparties of regulated entities should therefore ensure that their beneficial owners are correctly and timely disclosed in the CRBR, treating this as an essential prerequisite for the smooth conduct of business in Poland.

Summary and Practical Recommendations

The obligation to register beneficial owners in the CRBR is one of the key compliance requirements for entities conducting business in Poland. Failure to comply exposes the entity to substantial financial penalties and disruptions in its dealings with financial institutions and regulatory authorities. Effective fulfilment of the registration obligation requires three fundamental actions.

First, a proper and documented process of identifying the beneficial owner, encompassing an analysis of the entire ownership structure down to the level of natural persons, taking into account both ownership thresholds and corporate rights. In the case of complex holding structures, it is necessary to collect documentation from foreign entities in the ownership chain.

Second, timely registration in the CRBR within 7 days of the entity’s registration in the KRS, together with ongoing monitoring of ownership changes and prompt updating of the data within 7 days of each change. The implementation of internal change-monitoring procedures is particularly important in rapidly evolving corporate groups.

Third, integration of the obligations arising from the AML Act with the entity’s other compliance procedures – in particular its AML/KYC policy, due diligence procedures in M&A transactions and transfer pricing documentation for controlled transactions. The consistency and completeness of internal documentation is the cornerstone of an effective defence in audit proceedings.

ATL Law provides comprehensive legal and advisory support in identifying beneficial owners, making filings and updates in the CRBR, and implementing compliance procedures tailored to the specific needs of foreign investors operating on the Polish market.

ABOUT ATL LAW

ATL Law is a law firm specialising in comprehensive legal services for foreign investors in the Polish market. We offer multilingual advisory services in the areas of tax law, corporate law, transfer pricing, employment law, and AML/KYC and compliance regulations. We have extensive experience in implementing beneficial owner identification procedures, CRBR registrations and AML compliance audits. We support our clients at every stage of entering the Polish market – from selecting the optimal legal structure, through ongoing compliance services, to representation in administrative and court proceedings.

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