- Business in Poland -
CRBR – beneficial ownership reporting obligation and penalties for non-compliance
CRBR, the Central Register of Beneficial Owners, is a public register maintained under Poland’s Anti-Money Laundering and Counter-Terrorist Financing Act. Its purpose is to disclose who ultimately exercises control over a company or another entity required to register. In practice, this means identifying the natural person who is the beneficial owner, even if that person is not explicitly listed as a majority shareholder or a member of a governing body [1].
For management boards, business owners, and compliance teams, this is not merely a formal requirement. The CRBR reporting obligation involves specific deadlines, responsibility on the part of persons authorised to represent the entity, and the risk of significant financial penalties. From an organisational perspective, an error in the filing may also signal weaknesses in corporate governance and AML procedures.
CRBR - what it is and who must report
To answer the question what is CRBR, it is necessary to refer to the AML Act. The register covers specific categories of entities, in particular commercial law companies listed in the statute. This scope has been expanded over the years, so the current wording of the regulations should always be verified [1].
The obligation to file with the CRBR applies, among others, to:
- registered partnerships,
- limited partnerships,
- limited joint-stock partnerships,
- limited liability companies,
- simple joint-stock companies,
- joint-stock companies, except for public companies within the meaning of the Act,
- trusts whose trustee or persons holding an equivalent position reside or are established in Poland, or establish a business relationship or acquire real estate in Poland, to the extent provided by law.
Correctly determining who the beneficial owner is remains crucial. It will not always be the person holding the largest block of shares. Under the Act, this means the natural person who directly or indirectly exercises control over the client through powers arising from legal or factual circumstances, enabling that person to exert decisive influence over actions or activities undertaken by the entity [1].
In many ownership structures, the analysis requires tracing multi-layer relationships, shareholder agreements, special personal rights, or actual influence over management decisions. In such cases, formal register data alone may not be sufficient.
CRBR reporting obligation - what information must be filed and by when
The CRBR reporting obligation covers both data identifying the entity and information on the beneficial owner and the persons authorised to represent the entity. The filing is made electronically and must bear a qualified electronic signature or a trusted signature.
As a rule, the following information is submitted to the CRBR:
- details of the entity subject to registration,
- identification data of the beneficial owner,
- information on the size and nature of the interest held, or the rights vested in the beneficial owner,
- data of persons authorised to represent the entity.
The standard deadline for filing is 14 days from the date the entity is entered into the National Court Register, and in the case of a change in data - 14 days from the date of that change. Saturdays and public holidays are excluded from the time limit calculation [1]. In practice, this means that companies must react very quickly after ownership changes, restructurings, amendments to the articles of association, or changes in corporate bodies.
In more complex factual situations, it may be helpful to organise corporate documentation and reporting procedures in advance. This area is closely linked to the broader compliance framework, where data accuracy, approval paths, and responsibility for updating information should be clearly assigned.
How to identify the beneficial owner
Most mistakes arise not at the stage of the technical filing itself, but when determining who actually meets the statutory definition. In simple company structures, the answer may be straightforward. In corporate groups, family-owned businesses, or entities with financial investors, the analysis becomes much more complex.
The verification usually includes:
- the shareholding structure and percentage of voting rights,
- personal rights of shareholders or stockholders,
- the provisions of investment agreements and corporate arrangements,
- the actual process for making key decisions,
- the existence of indirect control through other entities.
If it is impossible to identify a natural person meeting the statutory criteria, or if there are doubts as to that person’s identity, the Act provides for a fallback solution consisting in indicating a person holding a senior management position. However, this option should not be used automatically. It requires prior documentation showing that the ownership analysis was genuinely carried out [1].
A broader discussion of practical issues related to the register can be found here: what you should know about the CRBR.
CRBR penalties - what sanctions apply for failure to report or incorrect data
CRBR penalties are an issue that should concern not only the management board, but also owners and compliance officers. Under the AML Act, an entity that fails to fulfil its obligation to report beneficial ownership information on time may be subject to a financial penalty of up to PLN 1,000,000 [1].
The sanction may apply not only to a complete failure to file, but also to situations where the data is outdated or inconsistent with the facts. In addition, the person making the filing submits a declaration that the information provided is true. Filing a false declaration may lead to further legal consequences, including criminal liability, depending on the specific facts of the case [1][2].
The risk does not end with an administrative fine. Irregularities in the CRBR may trigger questions from banks, obliged institutions, auditors, or counterparties. In M&A transactions and financing processes, an entry in the register is often one of the basic elements reviewed during due diligence.
Why the CRBR matters for management boards and compliance teams
In practice, the CRBR serves a function far broader than simple record-keeping. For organisations, it is one of the tests of the quality of corporate information management. If a company cannot correctly identify its control structure, this may indicate a deeper problem relating to supervision over documentation, information flows, and the assessment of regulatory risks.
That is why updating data in the register should be tied to internal processes such as:
- ownership changes and reorganisations,
- appointments and dismissals of members of corporate bodies,
- AML and KYC reviews,
- internal audits,
- transaction and investment support.
If there are doubts as to whether a given person qualifies as a beneficial owner, or about the risks connected with a delayed filing, it is worth analysing the facts and corporate documents and, where necessary, consulting experts through the law firm’s website.
FAQ + CRBR - beneficial ownership reporting obligation and penalties for non-compliance
Does every company have to report a beneficial owner to the CRBR?
No. The obligation applies only to entities listed in the AML Act. This includes, among others, limited liability companies, registered partnerships, limited partnerships, limited joint-stock partnerships, simple joint-stock companies, and some joint-stock companies. The current regulations should always be checked [1].
Who is a beneficial owner?
A beneficial owner is a natural person who directly or indirectly exercises control over an entity through legal or factual powers that allow that person to exert decisive influence over its activities. It is not always the shareholder disclosed as the majority owner [1].
What is the deadline for filing with the CRBR?
As a rule, the filing must be made within 14 days from the entity’s entry into the National Court Register or from a change in the data subject to reporting. Saturdays and public holidays are excluded from the calculation of that time limit [1].
What are the penalties for failing to register with the CRBR?
The Act provides for a financial penalty of up to PLN 1,000,000 for failure to comply with the reporting obligation on time. The sanction may also be related to providing outdated or false information [1].
Can an incorrect CRBR filing result in criminal liability?
It can, if in a specific factual situation a false declaration was made or the conditions for liability under criminal law provisions were met. This always requires a separate legal assessment [1][2].
Is CRBR data public?
Yes. The register is public, and access to the data is open and free of charge within the limits provided by law [1][3].
Bibliography
[1] Act of 1 March 2018 on Counteracting Money Laundering and Terrorist Financing, consolidated text: Journal of Laws of 2025, as amended.
[2] Act of 6 June 1997 - Criminal Code, consolidated text: Journal of Laws of 2025, item 383.
[3] Ministry of Finance, Central Register of Beneficial Owners, official information available at podatki.gov.pl.
This material is for informational purposes only and does not constitute legal advice.
Author: adw. Maciej Zaborowski, Managing Partner
E-mail: m.zaborowski@kkz.com.pl
