Beneficial owner reporting in Poland CRBR for foreign-owned companies
Every Polish limited liability company, including one wholly owned by a foreign parent, must report its beneficial owners to the Central Register of Beneficial Owners (CRBR). This is a separate obligation from KRS registration, has its own strict deadline, and carries fines of up to 1,000,000 PLN for missing it.
Foreign investors are often surprised that registering a Polish subsidiary in the National Court Register (KRS) does not automatically report anyone to CRBR. The two registers are independent, and the company itself must file the CRBR notification.
Quick summary
- Applies to all commercial companies registered in KRS, including foreign-owned Sp. z o.o.
- Deadline: 14 days from KRS registration for a new company, and 14 days from any change affecting the data
- Filed electronically only, signed with a qualified electronic signature or ePUAP trusted signature
- Cannot be filed through a proxy, a company representative must sign it personally
- Maximum penalty: up to 1,000,000 PLN for late, missing or false filing
- A beneficial owner is generally anyone holding more than 25 percent of shares or voting rights
In this article
What CRBR is and why it exists
The Central Register of Beneficial Owners, known in Poland as CRBR (Centralny Rejestr Beneficjentów Rzeczywistych), has operated since 13 October 2019 under the Polish Anti-Money Laundering and Counter-Terrorism Financing Act. It implements the EU’s anti-money laundering directive, which requires member states to maintain a public register identifying the individuals who actually control legal entities.
The register is public and free to search at crbr.podatki.gov.pl. Banks, notaries and other obliged institutions routinely check it during account opening, due diligence and financing procedures. For a foreign-owned company, an outdated or missing CRBR entry can slow down or block a bank account application even when the company itself is fully compliant elsewhere.
Who must report and who counts as a beneficial owner
The obligation covers commercial companies listed in the AML Act, most relevantly for foreign investors: limited liability companies (Sp. z o.o.), joint-stock companies, simple joint-stock companies, and partnerships. A sole proprietorship (JDG) is not itself required to report to CRBR.
A beneficial owner is generally a natural person who:
- holds more than 25 percent of the total shares or votes in the company, directly or indirectly
- controls one or more legal entities that together hold more than 25 percent of shares or votes
- otherwise exercises decisive influence over the company’s actions, for example through the company agreement or statute
If no natural person meets these criteria, the persons holding senior management positions, typically the management board members, are reported instead.
Common mistake in foreign-owned structures: reporting only the entity named in KRS as the shareholder, without tracing the chain up to the actual individual who owns or controls that entity. If your Polish subsidiary is owned by a foreign holding company, the beneficial owner is the natural person who ultimately controls that holding, not the holding company itself.
Deadlines for new companies and updates
The deadline was extended from 7 to 14 days by an amendment that took effect on 10 November 2022. The current rules are:
| Event | Deadline |
|---|---|
| New company registered in KRS | 14 days from the date of KRS registration |
| Change affecting reported data | 14 days from the date the change occurred, or from KRS registration of the change if KRS entry is legally required for the change to take effect |
The distinction in the second row matters in practice. For changes that take legal effect only once entered in KRS, such as an increase in share capital, the 14-day clock starts from the KRS entry date. For changes that are effective on their own, such as a sale of shares or a change of management board member, the clock starts from the date of that event, not from when it is later reflected in KRS. Waiting for the KRS update before filing the CRBR notification is one of the most common causes of missed deadlines.
Because sources online still cite the old 7-day rule from before November 2022, always confirm the current deadline before relying on third-party guidance. This article reflects the 14-day rule in force since that amendment.
How to file a CRBR notification
Filing is exclusively electronic, through the CRBR system, and free of charge. It must be signed with a qualified electronic signature or an ePUAP trusted signature by a person authorised to represent the company according to the representation rules disclosed in KRS.
- The notification cannot be submitted by a proxy, only by an actual company representative
- Where joint representation is required, all required representatives must sign
- The filer submits a statement, under criminal liability, that the reported information is accurate
- If an obvious error is found in a submitted notification, a corrected notification must be filed within 3 working days
Penalties for missing or incorrect filings
Failing to file within the deadline, failing to update the entry after a relevant change, or submitting data that does not match reality can result in an administrative fine of up to 1,000,000 PLN. No intent is required, a missed deadline alone is a sufficient basis for a fine.
In practice, published enforcement data shows average fines well below the statutory maximum, in the range of several thousand to several tens of thousands of PLN, with the average for limited liability companies reported at slightly above 10,000 PLN. The fine is formally imposed on the company, but a missed CRBR filing can also expose management board members to internal liability toward the company for failing to perform their duties correctly.
Putting a company into liquidation or bankruptcy does not remove the CRBR obligation. Reporting continues, and the change of status itself, together with any resulting change in the person authorised to make the filing, must also be reported.
Foreign ownership structures and holding chains
For a Polish subsidiary of a foreign group, correctly identifying the beneficial owner often requires tracing through one or more layers of foreign holding entities. This analysis should be done before the first CRBR filing, not treated as a formality handled at the same time as the KRS application.
Where the group structure changes, for example through a share transfer at the level of the foreign parent, the Polish subsidiary’s CRBR entry may need to be updated even though nothing changes in the Polish KRS file. This is one of the most frequently missed triggers in practice, because the change happens outside Poland and is easy to overlook.
Need help with your CRBR filing?
We identify the correct beneficial owner in foreign-owned structures, prepare and file the CRBR notification, and monitor for changes that require an update. This is typically handled alongside company formation and ongoing accounting for foreign-owned Polish companies.
FAQ
Does a foreign-owned Sp. z o.o. have to report to CRBR?
Yes. The obligation applies to all limited liability companies registered in the Polish National Court Register, regardless of whether the shareholders are Polish or foreign.
What is the deadline for the first CRBR notification?
14 days from the date the company is registered in KRS. This deadline was extended from 7 to 14 days by an amendment in force since 10 November 2022.
Does registering changes in KRS automatically update CRBR?
No. KRS and CRBR are separate registers. An update in KRS does not automatically update the beneficial owner data in CRBR, a separate notification must be filed.
Who counts as a beneficial owner in a foreign-owned Polish company?
Generally, the natural person who directly or indirectly holds more than 25 percent of shares or voting rights, or who otherwise exercises decisive control. In a foreign holding structure, this means tracing ownership up to the actual individual, not stopping at the immediate foreign shareholder.
What is the maximum fine for not reporting to CRBR?
Up to 1,000,000 PLN. In practice, reported average fines have been considerably lower, but the statutory maximum applies regardless of company size.
Can an accountant or lawyer file the CRBR notification on behalf of the company?
No. The notification must be signed by a person authorised to represent the company according to the representation rules disclosed in KRS. A proxy cannot file it, though an advisor can prepare the beneficial owner analysis and the notification content for signature.
