Central Register of Real Beneficiaries in Poland (CRBR in Poland) – what is it and who is subject to registration?

Central Register of Real Beneficiaries in Poland (CRBR in Poland) – what is it and who is subject to registration?
Jakub Chajdas

Jakub Chajdas

Partner / Attorney-at-law

On October 13, 2019, the Ministry of Finance in Poland launched the Central Register of Real Beneficiaries (CRBR). The abbreviation CRBR stems from the Polish name: Centralny Rejestr Beneficjentów Rzeczywistych. What is the CRBR in Poland? Who must register? What are the penalties for failing to register? We will explain that in the article below.

Central Register of Real Beneficiaries (CRBR in Poland) – what is it?

CRBR is a register kept by the Polish Ministry of Finance. It is available online on the following website: https://www.podatki.gov.pl/crbr/.

The register collects data about the real beneficiaries of entities entered in the National Court Register (KRS). The purpose of the CRBR is to counteract money laundering and financing of terrorism. Detailed and up-to-date data on real beneficiaries should make it impossible to hide one’s identity. Especially in complicated corporate structures.

What entities must apply for registration in the CRBR in Poland?

The following entities are obliged to register into the CRBR:

  • partnerships, i.e. general partnerships, limited partnerships, limited joint-stock partnerships;
  • capital companies, i.e. limited liability companies, simple joint-stock companies and joint-stock companies (except for public companies);
  • European companies and European economic interests groupings;
  • cooperatives, including  housing cooperatives or European cooperatives;
  • foundations;
  • associations registered in the National Court Register;
  • trusts whose trustees or persons in equivalent positions have their domicile or registered office in Poland, or who establish business relations or acquire real estate on the territory of Poland.

Registration into CRBR is not obligatory for every entity. It does not concern foreign companies that have branches in Poland, registered in the KRS.

CRBR in Poland. Who is subject to registration in the Central Register of Real Beneficiaries?

The CRBR collects information on real beneficiaries. Thus, these persons are subject to registration. But who is a real beneficiary?

According to Article 2(2)(1) of the AML Act*, it is any natural person controlling directly or indirectly a legal person through their rights that arise from legal or factual circumstances and enable them to exert decisive influence on the actions or activities undertaken by the legal person, or any natural person on whose behalf a business relationship is established or an occasional transaction is conducted.

The statutory definition is quite long and complicated. Let’s try to analyse it point by point.

The real beneficiary will be any person who controls an entity. It does not matter whether it results from direct rights or indirect rights. Direct rights include e.g., holding a majority of shares in the company’s share capital. The indirect ones include holding a majority of shares in a company that is the only shareholder of another company. According to the AML Act, the real beneficiaries of a company are the shareholders who have more than 25% of the total amount of shares in the company. Sometimes it may be difficult to identify the real beneficiary in a company. This is usually the case if there is a dispersed shareholding structure. In such an event, a person occupying a higher management position should be reported to CRBR. For example, a president of the management board.

But, how to identify a real beneficiary of a foundation or association? In a foundation, the real beneficiaries are usually the founders or other persons who are in control. In the case of associations, persons occupying a higher management position should be reported to CRBR. Namely, members of its management board.

Do you have doubts about registering into the CRBR?

Do you want to make sure that you understand the provisions of the law correctly? We encourage you to contact our law firm. Our experts will explain in detail and in a simple way how to submit an application to the CRBR correctly.

What data of the beneficiary need to be submitted?

The CRBR registration includes three types of data:

  • data of the entity itself, i.e. name, organizational form, registered office, KRS number and NIP number;
  • data of the real beneficiary. i.e. name, nationality, country of residence, PESEL number (or date of birth in its absence of PESEL), information on the type of beneficiary’s rights;
  • data of the applicant, e.g. a member of the company’s management board. The same information should be provided as in the case of the beneficiary.

When should an application be sent to the CRBR?

You should send the application to the CRBR within 7 days from the date of entry of the entity into the KRS.

If there is a change in the data visible in the CRBR, you have to report it to the CRBR within 7 days.

Yet, companies that were entered in the KRS before the effective date of the CRBR regulations were supposed to register into CRBR by 13th July 2020.

How to submit an application to the CRBR?

Application to the Central Register of Real Beneficiaries can be sent only via a form available on the website of the Ministry of Finance. There is no possibility to submit it in paper form.

Moreover, you have to sign the form must electronically. Either with a Trusted Profile (ePUAP) or with a qualified electronic signature.

Who signs the application to the Central Register of Real Beneficiaries?

Only persons authorized to represent the entity (board members or authorised clerks). The system does not provide for the possibility of submitting data to the CRBR by a proxy.

Penalties for lack of registration

Severe penalties may be imposed for failing to submit data to the Central Register of Real Beneficiaries. This also concerns the failure to update the information and to provide false data. The AML Act provides for the possibility of imposing an administrative fine of up to 1 million PLN. Registration in the CRBR is an obligation that you should not neglect.

Do you have additional questions?

Do you need help with your application to the CRBR? Do not hesitate to contact our law firm.

If this article was interesting for you and you want to know more on the topic it concerned we encourage you to contact us. Specialists from our law firm in Poland, Warsaw, will be happy to help. If you are interested in company registration in Poland visit our dedicated landing page.

*the AML Act refers to the Act of 1 March 2018 on counteracting money laundering and financing of terrorism.

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Jakub Chajdas

Partner / Attorney-at-law

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