The Central Register of Beneficial Owners (CRBR) plays a key role in combating money laundering and terrorist financing by requiring companies to disclose their beneficial owners. This public register enhances transparency, allowing greater oversight from regulatory bodies and the public alike, thereby fostering trust in the financial market.
What is CRBR?
CRBR is a public register managed through a dedicated IT system that collects and processes information about the beneficial owners of various entities. Governed by Poland’s Act on Anti-Money Laundering and Terrorist Financing (AML Act) dated March 1, 2018, the register primarily seeks to prevent illicit activities by verifying the individuals who exercise ultimate control over businesses. The public nature of CRBR, where information is accessible without charge, promotes accountability, making it more challenging for individuals to conceal their identities behind complex business structures.
CRBR Governance and Responsibilities
The Ministry of Finance holds primary responsibility for CRBR, with the Director of the Tax Administration Chamber in Bydgoszcz designated as the official responsible for its operations. The tasks include:
- Managing and maintaining the CRBR infrastructure.
- Processing information on beneficial owners and authorized representatives.
- Conducting statistical analyses of the data.
- Imposing fines on entities failing to comply with reporting requirements.
- Ensuring the data’s accuracy and issuing corrective measures as needed.
Entities Required to Submit Beneficial Ownership Information to CRBR
CRBR mandates beneficial ownership disclosure from several types of entities, including:
- Limited liability companies, partnerships, and limited partnerships.
- Joint-stock companies (excluding publicly traded companies).
- European companies and European economic interest groupings.
- Cooperatives, foundations, and certain associations.
- Trusts meeting specific residency or business criteria in Poland.
Entities undergoing liquidation or bankruptcy must also update their beneficial ownership information in CRBR. This ensures comprehensive oversight across all legal entities, irrespective of operational status.
Definition of a Beneficial Owner According to AML Act
A beneficial owner under the AML Act is defined as any individual exercising direct or indirect control over an entity through various means, such as:
- Holding ownership of over 25% of shares or voting rights.
- Exercising control via agreements or other legal mechanisms.
- Occupying senior management positions if no other beneficial owner can be identified.
In the case of trusts, the beneficial owner includes the trustor, trustee, supervisor (if any), beneficiaries, or other individuals holding equivalent roles. Companies must exercise due diligence in identifying all individuals who meet these criteria to ensure accurate disclosure.
Reporting Requirements and Processes for CRBR
The filing of beneficial ownership information with CRBR can be conducted electronically through the National Court Register (KRS) system or the S24 portal, depending on how the company agreement was established. Submissions must include essential information such as:
- Details of beneficial owners.
- Personal information of company representatives.
- Additional information in cases involving proxies.
Companies have 14 days from registration or any subsequent change in beneficial ownership to update CRBR. This two-week period allows entities more flexibility than the previous seven-day requirement, which proved insufficient for complex ownership structures or in cases where foreign representatives required more time to authenticate electronic signatures.
Penalties for Non-Compliance
Failure to submit or update information within the specified 14-day period may result in severe financial penalties. Companies that fail to comply with CRBR requirements may face fines of up to 1 million PLN. Additionally, beneficial owners who fail to provide accurate information to their companies for CRBR reporting purposes may be liable for fines up to 50,000 PLN.
Key Changes in Reporting Deadlines – November 2022 Amendment
The amendment to the AML Act on November 10, 2022, extended the reporting period to 14 days, accommodating the need for additional time to ensure accuracy in CRBR submissions. This change has made compliance more manageable for businesses, particularly for entities with international management or ownership structures requiring digital authentication for foreign representatives.
CRBR Registration Process
Entities can file CRBR reports online only, with the following requirements:
- Company Agreement – A copy of the agreement under which the company was formed.
- List of Beneficial Owners – Full disclosure of beneficial owners.
- Statements and Addresses of Representatives – Signed consent and address for service from company representatives.
- Power of Attorney – If filed by a representative, this must include proof of fee payment.
Once registered, companies must continue to monitor and update CRBR with any changes to their ownership structures. Revisions or corrections are essential to maintain the accuracy of the register.
Assets and Equity in Registered Companies
The equity of a company comprises the assets contributed by its beneficial owners. In partnerships, for example, these contributions could include tangible assets, services, or the provision of expertise. Additionally, under Article 28 of the Polish Commercial Companies Code, the ownership of assets acquired during business operations is attributed to the partnership itself rather than individual partners.
Profit and Loss Sharing in Partnerships
Beneficial owners share in both the profits and losses of the company. While ownership contributions often determine the share, partners can customize their distribution structure in the partnership agreement. In the absence of a specific agreement, equal sharing applies as per the AML Act. It’s essential for partnerships to outline clear terms regarding profit and loss participation to ensure clarity and alignment with each partner’s contributions.
Capital Interest Rights
According to Article 53 of the Commercial Companies Code, capital interest (a monetary valuation of each partner’s contribution) accrues at a statutory interest rate of 5%. Importantly, the right to claim these earnings extends even if the partnership incurs a loss, reinforcing the partnership’s obligations to its members regardless of profitability.
Changing Beneficial Owners in CRBR
Should a company undergo a change in beneficial ownership, CRBR requires updated disclosures. Generally, unanimous partner consent is necessary unless specified otherwise in the agreement. The process to transfer ownership includes:
- Amending the partnership agreement.
- Providing written consent through declarations.
- Notifying CRBR and KRS of the ownership change.
In Summary
The extension of the CRBR reporting period from 7 to 14 days provides businesses with greater flexibility in managing compliance. This longer timeframe helps companies ensure the accuracy of their beneficial ownership data, especially in complex or cross-border ownership cases. Nevertheless, the penalties for non-compliance underscore the importance of timely and accurate reporting.
Our legal office provides support to companies seeking assistance in meeting CRBR requirements, including registration and ownership updates. If you have questions regarding CRBR compliance or require help in navigating the registration process, please contact us.
