UBO Register in Poland
Polish companies and certain other entities are required to report information on their ultimate beneficial owners to the Central Register of Beneficial Owners, known in Polish as the Centralny Rejestr Beneficjentów Rzeczywistych (CRBR). The register is part of Poland’s anti-money laundering framework and is maintained to increase transparency of ownership and control structures.
The Central Register of Ultimate Beneficiaries collects information about ultimate beneficial owners, i.e. natural persons exercising direct or indirect control over the company.
Purpose of the CRBR
One of the main purposes of the CRBR is to counteract money laundering and terrorist financing. Accurate and up-to-date information about beneficial owners helps authorities, banks, contractors and other obliged institutions identify the natural persons who ultimately control a given entity. In practice, CRBR data is also checked during bank account opening, due diligence processes, financing procedures and business partner verification.
Who Is Considered the Ultimate Beneficial Owner?
Under Polish AML regulations, a beneficial owner is always a natural person who directly or indirectly owns or controls an entity, or on whose behalf a transaction or activity is carried out. In corporate structures, this is usually determined by analysing shareholding, voting rights and other forms of decisive influence.
In practice, the beneficial owner may be a person who:
- holds, directly or indirectly, more than 25% of shares or ownership rights;
- holds, directly or indirectly, more than 25% of voting rights in the company’s decision-making body;
- exercises control over a legal person that holds more than 25% of shares or voting rights;
- has the ability to exercise decisive influence over the entity by other legal or factual means, for example through shareholder agreements or special rights.
If no natural person can be identified under the ownership or control criteria, the senior managing official, typically a management board member, may need to be reported as the beneficial owner. In more complex or foreign-owned structures, identifying the correct person may require tracing ownership through several levels of parent companies.
Who Must Report to the CRBR?
The reporting obligation applies to entities listed in the Polish AML Act. These include, among others, limited liability companies, simple joint-stock companies, joint-stock companies that are not public companies, registered partnerships, limited partnerships, limited joint-stock partnerships, professional partnerships, foundations, associations entered in the National Court Register and certain trusts. The exact scope should always be confirmed against the current statutory catalogue, as the list has changed over time.
What Information Must Be Submitted?
The CRBR filing includes data identifying the entity, the beneficial owners and the persons authorised to represent the entity. The scope of data depends on the legal form, but typically includes:
1. Identification data of the entity, such as:
- business name;
- legal form;
- registered seat;
- KRS number;
- tax identification number (NIP).
2. Identification data of the beneficial owners and persons authorised to represent the entity, such as:
- name and surname;
- citizenship;
- country of residence;
- PESEL number or date of birth if the person does not have a PESEL number;
- information on the nature and extent of the beneficial owner’s rights or control.
How and When to Submit the Filing
The filing is made electronically through the CRBR system and must be signed by a person authorised to represent the entity, using a qualified electronic signature or a trusted profile. In practice, the filing cannot be made freely by an external proxy; the responsibility lies with the persons authorised to represent the entity.
New entities generally must submit CRBR information within 14 days of registration in the National Court Register (KRS). Changes to previously reported data should also be updated within the statutory deadline. Because deadlines and practical counting rules may change, companies should verify the current requirements at the time of registration or update.
Penalties for Non-Compliance
Failure to submit required information to the CRBR, failure to update it on time or submitting incorrect information may result in an administrative fine of up to PLN 1,000,000. Incorrect or outdated CRBR data may also cause practical difficulties in dealings with banks, financial institutions and business partners.
Practical Note
Newly registered companies should remember that registration in the KRS does not automatically fulfil the CRBR filing obligation. Beneficial ownership must be analysed separately, often by tracing the ownership chain up to the natural persons who ultimately control the group. This should be done early in the incorporation or restructuring process to avoid delays and compliance risks.
How Leinonen Can Help
Identifying beneficial owners correctly, especially in multi-layered or foreign-owned structures, is not always straightforward. Leinonen team in Poland helps companies determine their beneficial owners, prepare CRBR filings, and keep the register updated as ownership changes.
