What is CRBR?

CRBR, or the Central Register of Beneficial Owners, is a public register containing information on the beneficial owners of certain entities specified in the AML Act. Its purpose is to increase the transparency of ownership and control structures and make it more difficult to conceal the persons who actually own or control companies and other organisations.

CRBR makes it possible to check who has been reported as the beneficial owner of a given entity and what type of ownership interest or right gives rise to that status. The register is an important source of information used in AML and KYB, but it does not replace an independent determination of the beneficial owner or an analysis of the customer’s ownership and control structure. CRBR provides data. It does not complete the analysis.

Who is subject to reporting to CRBR?

The obligation to report information on beneficial owners applies to entities specified in the AML Act.

These include, among others:

• general partnerships;
• limited partnerships;
• limited joint-stock partnerships;
• limited liability companies;
• simple joint-stock companies;
• joint-stock companies other than those covered by the statutory exemption;
• professional partnerships;
• European Economic Interest Groupings;
• European companies;
• cooperatives;
• European cooperatives;
• associations subject to registration in KRS;
• foundations;
• certain trusts and structures covered by the relevant provisions.

CRBR is therefore not a register of all entrepreneurs or all business owners operating in Poland. For example, a sole proprietorship entered in CEIDG is not, solely for that reason, subject to the obligation to report a beneficial owner to CRBR.

What information does CRBR contain?

CRBR contains basic information about the entity subject to the reporting obligation, as well as data concerning its beneficial owners. In the case of the entity, this includes, among other things:

• name or business name;
• organisational form;
• registered office;
• KRS number, where applicable;
• NIP, if assigned.

In relation to the beneficial owner, the register contains, among other things:

• first name and surname;
• citizenship;
• country of residence;
• PESEL number or date of birth if no PESEL number has been assigned;
• information on the size and nature of the ownership interest or the rights held by the beneficial owner.

The last of these is particularly important because CRBR should make it possible to establish not only:

“who has been reported as the UBO?”

but also:

“what ownership interest or right forms the basis for identifying that person?”

This may involve, among other things, direct ownership, indirect control, or other rights enabling control over the entity. CRBR should not be equated with KRS. KRS contains registration data concerning the entity, its governing bodies, representation, or shareholders to the extent provided for by the applicable regulations. CRBR, on the other hand, focuses on information concerning beneficial owners and the nature of their rights.

CRBR vs beneficial owner – what is the difference?

A beneficial owner and a person entered in CRBR are not the same concept. A beneficial owner, or UBO, is a natural person who meets the criteria specified in the AML Act, primarily due to ownership, control, or other rights enabling them to exercise decisive influence. CRBR, on the other hand, is a register containing information reported about the beneficial owners of entities subject to the registration obligation.

An entry in CRBR therefore does not create beneficial owner status. UBO status results from the actual ownership and control structure and the statutory criteria. If the structure of an entity changes, its beneficial owner may also change, even before the relevant update is reflected in the register. The reverse also applies. Information contained in CRBR may require further analysis if other data indicate that the customer’s actual structure is different.

A good example is a natural person conducting a sole proprietorship. For AML purposes, that person may be their own beneficial owner, even though the business itself is not subject to reporting to CRBR for that reason.

The concept of a beneficial owner is therefore broader than the concept of a person disclosed in CRBR.

Is CRBR sufficient to verify the beneficial owner?

No. CRBR is an important source of information, but an obliged institution should not treat an entry in the register as a ready-made answer to the question of who actually controls the customer. As part of KYB, it is necessary to understand the ownership and control structure of the entity and identify the natural persons at the end of that structure.

Depending on the customer, the analysis may use, among other things:

• KRS data;
• information from CRBR;
• the company agreement or articles of association;
• corporate documentation;
• information concerning shares or stock;
• data on voting rights;
• information concerning indirect ownership;
• documents concerning ownership changes;
• information obtained from the customer;
• other reliable sources.

This is particularly important in multi-layered structures. If the customer’s shareholder is another company, merely identifying its name does not yet answer the question of who the beneficial owner is. The analysis may require tracing subsequent levels of ownership and control until the natural persons behind the structure are identified. Merely finding a name in CRBR also does not mean that the process is complete.

CRBR is a source of information used to verify findings. It does not replace an analysis of the ownership and control structure.

When must data be reported to or updated in CRBR?

Entities subject to the reporting obligation should submit the required information to CRBR within the deadlines specified in the AML Act. For many entities entered in KRS, the deadline is generally 14 days from the date of entry in KRS. Changes to information disclosed in CRBR also require an update. The applicable deadline depends on the nature of the change and on whether an entry in KRS is required for the change to become effective.

Saturdays and statutory public holidays are not included when calculating the statutory deadlines. Therefore, the expression “14 business days” is a simplification – it is more precise to refer to the statutory rule for calculating the deadline.

A CRBR filing is submitted electronically and free of charge by a person authorised to make the filing. The obligation does not, however, end after the first submission. The data should be updated so that they reflect the actual and current ownership and control structure of the entity. The Act provides for the possibility of imposing a financial penalty for failure to report or update information within the required deadline, or for providing information inconsistent with the actual state of affairs.

What should be done if CRBR data are inconsistent with the findings?

A discrepancy between information in CRBR and the findings of an obliged institution does not automatically mean that the register is incorrect or that the customer has provided false information. A discrepancy is a signal that requires clarification.

In practice, the process may look as follows:

identification of a discrepancy → analysis of the cause → additional information and documents → assessment → confirmation or clarification of the difference → documentation → further action.

Clarification may require analysis of, among other things:

• the company agreement or articles of association;
• corporate documentation;
• current information on shareholders;
• agreements concerning the transfer of shares;
• documents concerning subsequent levels of ownership;
• voting rights and other special rights;
• information provided by the customer.

A mechanical comparison of KRS with CRBR is therefore not sufficient. A discrepancy may result from indirect ownership, changes in the structure, additional control rights, or information that KRS itself does not show in a way that allows the entire ownership and control structure to be reconstructed. If the discrepancy is confirmed after the analysis, the obliged institution should act in accordance with the obligations arising from the AML Act, properly document its findings, and submit the required information to the competent authority.

A discrepancy in CRBR is the beginning of the analysis, not its result. The register shows reported data. The obliged institution must determine what follows from the customer’s actual structure.