1ST REGISTER OF BENEFICIAL OWNERS IN POLAND – BE AWARE

What is the Register of Beneficial Owners?

The Register of Beneficial Owners (CRBR) is a free electronic register made available to public which is kept by the Ministry of Finance. In the register are gathered information regarding the ultimate beneficial owners i.e. individuals, who directly or indirectly control companies.

It was created in order to avoid money laundering and financing of terrorism 

Who shall register in register of beneficial owners?

All commercial companies that are required to register at the National Trade Register excluding professional partnreships and public joint stock companies shall register at CRBR.

Commercial companies required to register at CRBR:

• General partnerships;
• Limited partnerships;
• Limited joint stock partnerships;
• Limited liability companies;
• Joint stock companies.

Who is a beneficial owner?

A beneficial owner is always an individual, who directly or indirectly controls the company.

The rights the beneficial owner has allows him/her to have an ultimate control over the acts made by the company. 

Following individuals are considered as beneficial owners in limited liability and joint stock companies:

• Shareholders owning 25% or more of shares;
• Individuals having 25% or more votes in the decision making body also as a plagee or user or based on the agreements with other vote holders;
• Individuals having control over the company or companies, who own in overall over 25% of all shares.

If it is impossible to state who the beneficial owner is based on the above rules the members of the board shall be registered as the beneficial owners of the company. 

What details shall be submitted to the CRBR – registration of beneficial owners?

Details of the company: name , legal form, seat, KRS number, NIP.

Details of the beneficial owner:

• Name and last name;
• Nationality;
• Country of residency;
• PESEL or date of birth if does not hold PESEL;
• Details of number of shares held and rights in the company.

Who registers UBOs in register of beneficial owners?

People who have a right to represent the company register the beneficial owners.

Registration deadline

• 7 days from the date the company is registered in the National Court Register – for newly incorporated companies;
• By July 2020 for companies being incorporated before 13 October 2019.

In case the information that is provided in the register changes, the update shall be submitted within 7 days from the day the change is effective. 

Penalties

If the registration in the CRBR does not take place within 7 days from the date the registration of a company is being made in the National Court Register or from the date the change of details is being effective the company may incur penalty in the amount of PLN 1 mln. 

You may also read our article about registering a company in Poland – here.

Watch our video about companies in Poland

If you wish to find out more about running business in Poland, types of companies in Poland, registration of companies and beneficial owners please contact our advisors or here.