CRBR — UBO register in Poland

The Ultimate Beneficiary Owner Register (UBO) — CRBR has been launched in Poland.

All companies registered in Poland are required to submit information on the company’s ultimate beneficial owners to the CRBR register by April 13th, 2020. 

The information should be submitted to the register online via the Ministry of Finance’s podatki.gov.pl website.

Not sure what this is all about? We will try to explain below.

What is CRBR

The Polish CRBR register is a result of the direct implementation of the EU directive, that targets the problem of money laundering in the European Union member states.

The Ultimate Beneficiary Owner Register (UBO) — CRBR stores information on the so-called the ultimate beneficiaries of the enterprises, that is, individuals who directly or indirectly control the company.

All the data collected in the CRBR register is public domain.

The requirement applies to all individuals, who do business in Poland: EU citizens as well as third–country nationals, who are engaged in business activity in Poland.

It means, that if you are a foreigner who provides services in Poland as:

• LLC company — Spółka z ograniczoną odpowiedzialnością (Sp. z o.o.);
• joint-stock company — Spółka Akcyjna (S.A.).
• limited joint-stock partnership — Spółka komandytowo akcyjna;
• registered partnership — Spółka komandytowa;

You are legally required to submit the relevant information with the UBO Register withing a week from the date of registration of the legal entity in Poland.

Meaning, that once your company was registered with the Polish National Court Register, you will have 7 days to submit the respective application to the UBO Register.

However if your company was incorporated before October 13th, 2019 you must enter the relevant information with the UBO Register by April 12th, 2020.

The Register will contain the following information about a company registered in Poland in relation to the UBO:

• full name of the company;
• company’s legal form;
• company’s legal address in Poland;
• company’s number with the KRS register;
• company’s Tax (NIP) number.

CRBR will contain the following information about individuals who are required to be included in it in respect of the beneficial ownership:

• legal name(s) and citizenship;
• date of birth and national PESEL number
• nature of the interest (including details of the legal arrangement).

Who has to register with CRBR?

Well, first of all, we have to determine who is the beneficial owner of our business.

From the legal point of view under the current Polish law, the “ultimate beneficiary” (or in Polish “beneficjent rzeczywisty”) is the person who exercises direct or indirect control over the company and its activities.

The legal owner of the company (i.e. the owner on the record) may not be the actual beneficial owner of the company, despite being a registered owner (i.e. being barely a “nominee”).

The beneficial owner may be the person on whose behalf the company’s transactions are made, and economic relations are established.

In the case of enterprises incorporated in Poland as legal entities, the data of the following individuals must be entered in the CRBR register:

• shareholders owning more than 25% of the company’s shares;
• having more than 25% of the votes in the governing body of the company;
• holding a senior management position in the company if it is not possible to identify the true beneficiaries or shareholders
• and a number of others.

• владеющих более 25% акций фирмы;
• имеющих более 25% голосов в руководящем органе фирмы;
• занимающих высшую руководящую должность в фирмы, если невозможно установить личность настоящих бенефициаров или акционеров
• и ряда других.

The Polish UBO Register (CRBR) is governed by Polish law on Counteracting Money Laundering and Financing Terrorism. *

The law is the direct result of the implementation of the EU Directive 2015/849 of May 20, 2015, on the prevention of the use of the financial system for the purpose of money laundering and the financing of terrorism.

Ustawa z dnia 1 marca 2018 r. o przeciwdziałaniu praniu pieniędzy oraz finansowaniu terroryzmu (Dz. U. 2019 poz. 1115, z późn. zm.) — Polish version on the Sejm’s website.

Failure to register a company with CRBR may result in a fine of up to PLN 1,000,000.

How to register with CRBR?

Please do remember, that under the applicable Polish Law the relevant information may only be submitted by persons, who are authorised to represent the company.

It means that you cannot entrust this task to another person, even if you do not reside in Poland at the moment.

The relevant information can be entered into the register in electronic form through the Ministry of Finance’s podatki.gov.pl portal.

There is no administrative fee involved, so you can submit the information free of charge. However, you do have to remember that your application must be signed with either:

• a qualified electronic signature;
• the so-called verified ePUAP profile.

If your company’s data becomes incorrect or outdated at any time, you have the legal obligation to update it within 7 days from the date of the change.

Do not forget about that. Under the applicable Polish Law you will be fined, should you fail to update the information within the time period established by the law.

The same goes for providing false data, so please do pay attention, when submitting the application with the CRBR Register.