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3 February 2025

Beneficial owner & reporting to CRBR in practice

CRBR is a register of the names of beneficial owner, i.e. individuals who control a given company. It results directly from EU regulations that each Member State should have information on beneficiaries and is obliged to provide full details in the event of an increased need.

The register’s basis for beneficial owner, CRBR functioning in Poland is the Act of 1 March 2018 on Counteracting Money Laundering and Terrorist Financing (Journal of Laws 2019, item 1115, as amended).

CRBR – basic information

The obligation to report beneficiaries to CRBR applies to every limited liability company without exception. The management board of the limited liability company is responsible for making the report itself.

According to the Act, the beneficial owner of a limited liability company is any natural person who directly or indirectly controls the company. However, the legislation has been clarified in such a way that in the case of a limited liability company, the beneficial owner is a partner who holds more than 25% of the shares in the share capital of the company.

However, defining who the beneficial owner is is not always so clear and straightforward. Individuals who have the right to more than 25% of the total number of votes at the shareholders’ meeting of the company must also be reported to the CRBR register. An individual exercising control over the company who holds more than 25% of the shares of the reported company is also subject to the reporting requirement. In disputes, the hierarchy of positions in the company decides.

The deadline for reporting it to the CRBR is seven business days from the date of entry in the KRS register of entrepreneurs. It is worth noting that if the company’s data changes, the information in the CRBR should also be updated within seven business days from the date of the change in the National Court Register.

Beneficial owner – who should be reported?

  • a natural person who is a shareholder of the client who is entitled to ownership of more than 25% of the total number of shares of that legal person,
  • a natural person who holds more than 25% of the total number of votes in the client’s governing body, also as a pledgee or user, or based on agreements with other persons entitled to vote,
  • a natural person exercising control over a legal person or legal persons who together have the right to ownership of more than 25% of the total number of shares of the client or together have more than 25% of the total number of votes in the client’s governing body, also as a pledgee or user, or based on agreements with other persons entitled to vote,
  • a natural person exercising control over the client by having concerning that legal person the rights referred to in Article 3 sec. 1 point 37 of the Act of 29 September 1994 on accounting (Journal of Laws of 2019, item 351), or
  • a natural person holding a senior management position in the event of documented inability to determine or doubts as to the identity of natural persons specified in the first, second, third, and fourth indents and in the event of failure to confirm suspicions of money laundering or terrorism financing.

Instructions for reporting a limited liability company to the CRBR

A limited liability company can be reported to the CRBR via the Tax Portal provided by the Ministry of Finance. The form must provide the legal form of the company, its NIP number, and the date on which the event requiring reporting occurred. Then, you must enter the identification data of the company and the beneficial owner.

Signing the completed form depends on the rules of representation of the company. In the case of a limited liability company, the President of the Management Board will usually be authorized to sign. The signature can be made using a qualified signature or a trusted profile on the e-PUAP platform.

Information on beneficial owners is publicly available in the CRBR register via the Tax Portal, and access to it is free of charge.

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ARPI Accounting is a part of ARPI Group, a Norwegian holding which started to operate in Poland in 2001.

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