The Anti-Money Laundering and Counter-Terrorism Financing Act (Act) requires the notification and updating of information on the beneficial owners of partnerships and companies (and other entities referred to in Article 58 of the Act) to the Central Register of Beneficial Owners (CRBR).
Any natural person exercising control over such an entity (directly or indirectly), with such control being conferred by the power to exercise decisive influence over the acts or activities of that entity, should be identified in the notification as a beneficial owner, i.e. any person who:
- Is a shareholder with the rights of ownership to more than 25% of the total number of shares
- Holds more than 25% of the total number of votes in the governing body of that entity
- Controls one or more legal persons which together hold more than 25% of the total number of shares or votes in their governing bodies
- Exercises control over a legal entity by holding the powers referred to in Article 3(1) (37) of the Accounting Act of 29 September 1994 (Journal of Laws 2023, items 120 and 295)
In exceptional cases where beneficial owners cannot be identified or where their identity is in doubt, a natural person holding a senior management position (e.g. a management board member) should be identified in the notification as a substitute beneficial owner.
CRBR notification deadline
New entities should notify the CRBR no later than 14 days after their registration in the National Court Register (KRS). For subsequent notifications, the deadline is calculated from the actual date on which the event triggering the need to notify the CRBR occurred.
The date on which the event occurs will differ, depending on whether registration in the KRS is required for a change in information to become effective (e.g. constitutive changes, such as an increase in share capital and subscription of new shares) or whether an action becomes effective at the moment it is performed (e.g. changes in the management board, sale of shares) – being the date of registration in the KRS in the first case and the date of the specific action in the second. The deadline for making an update notification is 14 days after that date.
Penalties for failure to notify
Non-compliance with the CRBR notification requirements is subject to severe sanctions.
A fine of up to PLN 1 million may be imposed for:
- Failure to notify or update information in a timely manner, or
- Submitting factually inaccurate information
The initial notification and all subsequent updates must be made by electronic means at https://crbr.podatki.gov.pl
The notification should be signed with a qualified or trusted signature by a person authorised to represent the entity concerned, in accordance with the rules of representation.
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