Who is affected by the obligation to report to the CRBR?
The Central Register of Real Beneficiaries will include data on individuals who have a real impact:
- Commercial law companies subject to compulsory registration in the National Court Register (including: partnerships, limited liability companies, general partnerships, limited partnerships, limited partnerships, limited liability companies and joint stock companies),
- European economic interest groupings,
- European companies,
- Cooperatives (including European ones),
- associations listed in the National Court Register,
- Foundations,
- trusts whose trustees are based or reside in Poland, or establish business relations on the territory of our country.
Important!
If the entity you manage is required to report to the CRBR, even putting it into liquidation or bankruptcy does not exempt it from this obligation!
Who doesn’t have to sign up for the CRBR?
The obligation to report to the Central Register of Beneficial Owners does not apply to foreign companies, as long as they are listed in the National Court Register, but operate in the Republic of Poland only in the form of a branch.
The actual beneficiary – who is it?
A real beneficiary is called a person who has a real influence on the management of a business entity that is registered in the National Court Register and required to be reported to the CRBR. These are persons who have sufficient authority to make decisions on behalf of the entity or significantly influence them. This collection includes shareholders, stockholders, board members, partners of companies or investors.
Important!
If a business entity is required to report a beneficial owner to the CRBR, it must do so on its own – this means that no one will indicate to the company who should be considered a beneficiary. It is on the decision-makers to analyze the current situation in the company, appoint the appropriate person and report him to the Central Register of Actual Beneficiaries.
An important condition for being considered a beneficial owner is a percentage of ownership of more than 25%. This means that in a company with four shareholders holding 40%, 20%, 20% and 20% of the shares, respectively, only the former is the real beneficiary.
In another case, when the company’s shares are divided between two shareholders (50-50), both become the real beneficiaries of the company.
There are times when it is not possible to determine the beneficial owner according to the described guidelines. If this is the case, a person or persons who hold senior management positions are reported to the CRBR. Usually in such cases, the data of the members and members of the board of directors are entered in the CRBR.
In partnerships, the real beneficiaries, as a rule, are the partners:
- represent the company under the articles of association,
- have voting rights at shareholder meetings,
- have the right to amend the articles of association.
In order to determine who should be reported to the CRBR as a beneficial owner in a foundation, we should consider funders, investors, and – possibly – other individuals who, by virtue of their positions, have real influence on the foundation’s activities.
In trusts, the real beneficiaries can be the founders, trustees, supervisors, owners or other trust managers.
What data does the notification of the beneficial owner include?
In order to properly report the beneficial owner to the CRBR, we need the data of the entity and the reported person.
The following company data must go into the registry:
- Name,
- organizational form,
- registered office address,
- KRS entry number,
- tax ID number.
Data of the real beneficiary:
- name,
- information on citizenship held,
- country of residence,
- PESEL number,
- Date of birth in case the beneficiary does not have a PESEL number,
- Information on the shares and/or entitlements it holds.
How to report the beneficial owner to the registry?
Notification of the beneficial owner to the CRBR must be made by a person authorized to represent the business entity to which the entry relates. What’s more, the applicant is criminally liable for entering erroneous or false data.
It is also worth remembering that filing with the CRBR is not possible by proxy – the entry must be certified by the company’s representative.
The timing of the notification is also important – new business entities have 14 business days from the date the National Court Register entry is created to notify the CRBR. This also applies to business activities converted into limited liability companies.
Any changes to the entry must also be reported by 14 working days from the date the change occurred – moreover, it is not possible to modify the entry yourself. If changes occur that make it necessary to update the entry in the CRBR, a new notification must be sent.
Important!
CRBR entry must be submitted online – to do so, visit https://crbr.podatki.gov.pl/. Unlike many other business formalities, it is not possible to submit the application in traditional form – only an electronic solution is available.
What are the penalties for failure to register with the CRBR or errors in filing?
An economic entity that fails to notify a beneficial owner to the CRBR, exceeds the deadline of 14 working days, fails to submit a notification within 14 days of the occurrence of changes, or sends a notification containing erroneous data, risks a fine of up to PLN 1 million.
