CRBR Under Scrutiny – Obligations That May Cost You

The Central Register of Beneficial Owners (CRBR) was introduced in Poland in 2018 under the Act on Counteracting Money Laundering and Terrorist Financing. Over the seven years since the Act came into force, its provisions regarding the register have been amended multiple times. 

From this article you will learn: 

Beneficial Owner of a Company – Who Is It? 

In the case of companies, a beneficial owner is defined as a natural person who exercises direct or indirect control over the entity, including through: 

• holding more than 25% of the company’s shares or stocks,  

• holding more than 25% of shares in a company that is a shareholder of the entity subject to notification,  

• holding more than 25% of voting rights in the company’s governing body, including as a pledgee or usufructuary,  

• exercising control over a parent entity within the meaning of the Accounting Act,  

• holding a senior management position – if it is not possible to identify the actual beneficial owner or if there are doubts as to their identity.  

The statutory definition of a beneficial owner makes it impossible to report a legal person as a beneficial owner – regardless of whether it is another company, a trust, or even a foundation. 

Company Data Subject to Reporting 

The following information about the entity must be reported to the register: 

Beneficial Owner Data Subject to Reporting 

The CRBR requires the following information about each beneficial owner to be submitted: 

Deadline for Filing 

Under the Act, a filing with the CRBR must be made within 14 business days. The starting point for calculating this deadline depends on the type of entity making the filing or update. 

Entities entered into the National Court Register (KRS), such as companies, cooperatives, associations, or foundations, must file: 

• from the date of their initial entry into the KRS,  

• from the date of an amendment entry in the KRS (if the entry is constitutive),  

• from the date of the change (if the entry is declaratory).  

A beneficial owner of a company required to file must provide the necessary information in time to enable the company to meet the reporting deadline.

Constitutive vs. Declaratory Entry 

A constitutive entry means that, in order for a corporate action to become legally effective, the court must enter it into the KRS. Examples include: 

• change of the company’s name,  

• change of its registered office,  

• increase of share capital.  

A declaratory entry, on the other hand, means that the action becomes legally effective regardless of the court’s entry, although entry into the KRS is still required. Examples include: 

• sale of shares,  

• change of the company’s address,  

• change in the composition of the management board.  

Applicable Penalties for Failure to Report 

Entities required to file may be subject to financial penalties for: 

• failure to submit a filing,  

• submission of false information, or  

• failure to update previously submitted information.  

A company that fails to meet its reporting obligation may be fined up to PLN 1,000,000. 

A beneficial owner who fails to provide the required information in due time may also be fined up to PLN 50,000. 

Imposition of Penalties 

Penalties are imposed in accordance with administrative procedure regulations. 

Therefore, provisions of the Administrative Procedure Code apply, including those concerning: 

• criteria for determining the amount of the fine,  

• waiver of the penalty,  

• limitation periods for imposing administrative fines,  

• limitation periods for enforcement,  

• interest on overdue fines.  

A financial penalty cannot be imposed if five years have passed since the violation or the occurrence of its effects. Enforcement of the fine becomes inadmissible after five years from the date on which the fine should have been paid. 

When determining the amount of the fine, factors such as: 

• the severity of the violation,  

• previous failures by the obligated entity to comply with its duties,  

• previously imposed penalties,  

should be taken into account. 

Late payment of a fine results in default interest calculated at the rate applicable to tax arrears. 

How We Can Help 

TGC Corporate Lawyers provides comprehensive support to entrepreneurs, including assistance with CRBR filings:

Summary 

A beneficial owner is always a natural person exercising control over a company – most often by holding more than 25% of shares or voting rights. 

CRBR filings must be made within 14 business days, calculated from specific events (e.g., entry into the KRS or a change of data). Failure to comply – including failure to file, submission of incorrect data, or failure to update information – may result in severe financial penalties: up to PLN 1,000,000 for the company and up to PLN 50,000 for the beneficial owner. 

It is also important to understand the distinction between constitutive and declaratory entries, as well as the rules governing the imposition of administrative penalties. 

Frequently Asked Questions (FAQ)