Paweł Cabaj
Head of Business Development
The Central Register of Beneficial Owners is a relatively new register, similar to other databases operating in other Member States of the European Union, introduced on the basis of the Fourth Directive of the European Parliament and of the European Council on the prevention of money laundering. On 10 July 2027, a new definition of beneficial owner comes into force, introduced as part of the AML Package, i.e. a set of EU regulations aimed at strengthening the system for combating money laundering and terrorist financing. This change will affect the manner in which owners and persons exercising control over companies and legal entities are identified.
The register collects information on beneficial owners, i.e. natural persons exercising direct or indirect control over business entities entered in the National Court Register. Our experts provide comprehensive assistance related to the process of registering the beneficial owner in your company.
Central Register of Beneficial Owners – for whom?
The obligation to disclose data in the Central Register of Beneficial Owners applies to, among others: commercial law companies subject to entry in the National Court Register, European companies, cooperatives, foundations and associations, as well as European economic interest groupings. Entities that are subject to entry in the CRBR have 14 days to register the relevant changes in the National Court Register.
Central Register of Beneficial Owners at KR Group
The Central Register of Beneficial Owners is a public, electronic register maintained by the Minister of Finance, in which information is collected on beneficial owners. It enables quick and free verification of the actual state of affairs, which increases the transparency of the ownership structure of enterprises and facilitates the identification of decision-makers in business entities.
The CRBR was established as part of the so-called AML Package to effectively combat money laundering and terrorist financing, while at the same time supporting companies, financial institutions and public authorities in ensuring compliance with the law. Registration takes place exclusively electronically, using a qualified electronic signature or a trusted profile. KR Group provides assistance related to the registration of the beneficial owner for entities that meet the UBO definition.
Central Register of Beneficial Owners – KR Group offer
- Identification of the ultimate beneficial owner.
- Comprehensive analysis of corporate documents.
- Obtaining the appropriate electronic signature required for submission to the Polish Central Register of Beneficial Owners.
- Comprehensive handling of the registration of the beneficial owner, including preparation of the application for submission to the CRBR.
- Carrying out the KYC process for the company.
FAQ
What information must be reported to the Central Register of Beneficial Owners (CRBR)?
A report to the Central Register of Beneficial Owners (CRBR) covers both the identifying data of the entity and detailed information on the beneficial owners. The report must indicate, among other things: the company name, legal form, registered office, National Court Register number and tax identification number (NIP), as well as data of the natural persons exercising direct or indirect control over the company.
In the case of beneficial owners, the required information includes first name and surname, citizenship, country of residence, PESEL number or date of birth, and a description of the nature and extent of the shares or rights held.
When will the new definition of beneficial owner come into force?
The new definition of beneficial owner will come into force on 10 July 2027 as part of the AML Package. The change affects, among other things, the manner of identifying owners and persons controlling companies.
How to prepare a company for the new CRBR requirements related to the beneficial owner?
To prepare a company for the entry into force of the new definition of beneficial owner from 10 July 2027, it is worth reviewing the current entries in the CRBR and verifying whether the persons currently indicated meet the new EU criteria. It is also necessary to prepare appropriate documentation and update the data with every change of ownership or control.
What sanctions apply for failure to register with the CRBR?
Failure to fulfil the obligation to report the beneficial owner to the Central Register of Beneficial Owners (CRBR) within the required deadline may result in serious financial consequences. A financial penalty applies both for failure to report data within 14 days of entry in the National Court Register and for failure to report changes within 14 days of their occurrence. Sanctions may also be imposed in the case of submitting false or outdated information to the CRBR. The maximum amount of the administrative penalty for breach of CRBR obligations is up to PLN 1,000,000.
Who does not need to register with the CRBR?
The obligation to make a report to the Central Register of Beneficial Owners (CRBR) does not apply to foreign companies that conduct business in Poland exclusively through a branch entered in the National Court Register (KRS).
How to determine who is the ultimate beneficial owner (UBO)?
According to the legal definition, the beneficial owner is:
- a natural person (or persons) exercising direct or indirect control over the company by means of rights arising from legal or factual circumstances enabling them to exert a decisive influence on the company’s activities; or
- a natural person (or persons) on whose behalf business relationships are established or an occasional transaction is conducted.
Who is the beneficial owner in the case of a limited liability company?
In the case of a limited liability company, the beneficial owner (UBO) is a natural person who meets at least one of the following criteria:
- directly or indirectly holds more than 25% of the share capital;
- directly or indirectly holds more than 25% of the voting rights in the founding body of the company;
- exercises control (including joint or indirect control) over more than 25% of the shares or voting rights in the company (including on the basis of a pledge, usufruct or other agreement with persons entitled to voting rights in the company);
- exercises control as the parent entity (in accordance with the legal definition set out in the Polish Accounting Act).
It is worth noting that from July 2027 the phrase “more than 25%” will be replaced by the new wording: “at least 25%”.
Why is UBO (ultimate beneficial owner) registration particularly important for management board members?
There are two aspects of registration with the CRBR that management board members of Polish limited liability companies should take into account.
Management board members registering the company in the register bear personal responsibility for making a false declaration in the CRBR and may be held criminally liable in the future.
Management board members may be registered as the beneficial owners of the company. In such a case the company must collect documents confirming that beneficial owners cannot be identified using other criteria set out in the definition contained in the relevant act. The data of the registered management board members will be disclosed as the data of the actual owners of the company in the register, which is publicly accessible to everyone via the Internet.
