A few days after your Polish company is entered in the register, its management board gets a new item on its list: report the company’s beneficial owners to the CRBR. The form is in Polish, the board members have to sign it themselves, and it asks for the names, citizenships and dates of birth of people the Polish board may never have met - the family, the founder or the investor at the very top of the group. Two questions follow, usually in this order. Who exactly do we put there? And will it be public?
Does your Polish company have to file?
Yes. The duty covers the limited liability company (sp. z o.o.), the PSA, the S.A. unless it is listed, and the partnerships (Art. 58 of the Anti-Money Laundering Act, ustawa o przeciwdziałaniu praniu pieniędzy oraz finansowaniu terroryzmu, “AML Act”). The list is closed, and a branch of a foreign company is not on it - one of the few formalities a branch is spared.
For each owner the report gives the name, every citizenship, the country of residence, the Polish personal ID number (PESEL) or - for a foreigner - the date of birth, and the nature of the interest. Filing is electronic and free.
Who is the beneficial owner in a group?
The AML Act uses a definition built for chains (Art. 2(2)(1)). A beneficial owner is a natural person who holds more than 25% of the shares or votes; who controls a company or companies that together hold more than 25%; or who controls the company in the sense of the Polish Accounting Act - a majority of the votes, the right to appoint most of the board, and similar levers. Behind all of it sits a general test of who in fact controls the company, so a person can be a beneficial owner without crossing any threshold.
In plain terms: follow the ownership upwards until you reach people. Your Polish subsidiary is owned by a Dutch holding company, the Dutch company by a German parent, the German parent by a family. The CRBR wants the people at the end of that line, however many floors up they sit - all of them who meet a test, not just the first one you find.
The KRS shows who holds the shares directly - usually your parent company. The CRBR shows who stands behind it.
For precision: Polish commentators are divided on indirect holdings. Some multiply percentages along the chain; others ask, at each level, who controls the company above, which is how the Act is worded. The results can differ - multiplication catches a 30% shareholder of your parent, the control test may not - so the cautious route is to check both ways.
The most common mistake: naming the parent’s board
The wrong answer I see most often is the board of the parent company - the directors of the Dutch or German holding company. The reasoning sounds sensible: they decide at the shareholders’ meeting, they appoint and dismiss the Polish board, so surely they control the Polish company?
Not in the sense the Act means. The parent’s directors exercise the parent company’s rights, not their own. The Act is looking for the people who own or control the parent. Naming its directors answers “who runs the group?”, when the register asks “who owns it?”.
Can you copy the answer from the parent’s register?
Not safely. The rules come from EU directives, so a group that has already filed in France, Italy or the Netherlands often copies the parent’s entry into the Polish form. But each Member State transposed the directives in its own way, and the national tests for who is - and who is not - a beneficial owner differ in the details. Someone who counts under French or Italian rules need not count under Polish ones, and the other way round. A parent outside the EU may follow different rules altogether.
One difference exists even where the rules match: if the parent’s entry names senior managers because no owner could be identified, those are the parent’s managers - in Poland the same fallback points to the Polish board.
In plain terms: treat the parent’s filing as a list of questions, not as the answer, and run the chain through the Polish definition every time.
Can the Polish board simply name itself?
Only as a last resort. The Act allows a company to report a “senior managing official” (osoba zajmująca wyższe stanowisko kierownicze) instead of its owners only where it has documented that the owners cannot be identified, or that there are doubts about who they are. The Ministry of Finance reads this as someone in the reporting company itself - in practice, the Polish management board.
Very often the Polish board names itself because head office told it to. That is not what the law allows: “our shareholder told us so” is not documentation, and if the owners could have been identified, the entry is simply untrue.
The fallback is not a loophole: it exists for long, cross-border chains where the owners genuinely cannot be established. But the board needs evidence, on paper, that it tried. When a board is in that position, I prepare a memorandum on the group’s structure: I check the whole chain as far as it goes, put questions to the shareholder and record the answers. If the chain really cannot be followed to the end, the memorandum is the board’s documentation - tangible proof that it checked before naming itself.
Getting answers is often the hard part: if the group is large and the Polish company a small part of it, “who is at the top?” can wait a long time for a reply. It helps that the Act puts a duty on the owners too - they must give the company the information in time to file (Art. 60a), or face a fine of up to PLN 50,000.
Who files, how and by when?
| What happened | Deadline for the CRBR report |
|---|---|
| The company is newly registered | 14 days from its KRS entry |
| A change that takes effect on KRS registration - e.g. a merger that changes who owns the company | 14 days from the KRS entry of the change |
| A change that needs no KRS entry - a share transfer, or anything above the Polish company | 14 days from the change itself |
Weekends and public holidays are not counted, so 14 days is roughly three calendar weeks. To file, the company needs its tax number (NIP), issued right after the KRS entry - the first thing to chase.
The report is filed by a person authorised to represent the company: the management board, in line with its representation rules, or a commercial proxy holder (prokurent). The Ministry of Finance does not accept a filing under a power of attorney. It is signed with a qualified electronic signature (QES) or the Polish trusted signature (ePUAP); the latter needs a PESEL, so a foreign board signs with a QES. The portal and the form exist only in Polish.
What I do in practice: I prepare the form, save it as an XML file and send it to the client with a PDF preview. The board member signs the file with their QES; I upload it and submit it. In substance the client signs; technically I file it for them.
That is why a QES for every board member is a must-have for me: the board signs its financial statements the same way, so I arrange eIDAS-compliant QESs straight after a company is set up or bought, often in parallel (more in my article on setting-up timelines).
The change nobody tells the Polish board about
The first report is the easy one; keeping it true is harder. When something changes above the Polish company - a sale of shares five floors up, a new holding company slotted into the chain - nothing happens in Poland. No KRS filing, no document on the Polish board’s desk. Yet the 14 days run from the change itself (Art. 60(1a)). In a structure with several layers the Polish board may simply not know, and even when it hears about it, the CRBR is rarely the first thing on its mind.
In my experience these gaps come to light by accident - usually when something moves in the middle of the structure and it turns out the top no longer looks the way the register says. Or the bank finds them: it checks the entry against its own analysis, and a confirmed mismatch goes to the Ministry of Finance. I have not seen such a report, or a fine, in my own practice - but I have often seen clients re-check their entry because the bank said it did not match its documents. The bank’s side has an article of its own.
The ceiling is high. A company that files late, or files untrue data, can be fined up to PLN 1,000,000 (Art. 153). The person who filed is personally liable for damage caused by untrue data or a late filing (Art. 68), whether or not they were at fault: the only defences are force majeure and damage caused solely by the injured party or by a third party the filer does not answer for. In plain terms, the board member who signs stands behind the data, so check what head office sends rather than simply forward it (more on board-member liability).
Who can see your entry?
Today, anyone. The register is public (Art. 67), online and free: everything reported about your owners is visible to anyone who types in the company’s name or number.
Some owners find this very uncomfortable. The wealthy Swiss family behind one group I advised had the Polish board sign a non-disclosure agreement before handing over the data for the report. The data became public the moment the report went in.
For precision: in 2022 the Court of Justice of the EU held that opening these registers to the general public disproportionately interfered with privacy (joined cases C-37/20 and C-601/20), and several Member States closed theirs. Poland has not - yet.
What this means for you
Treat the CRBR as part of the set-up, not an afterthought three weeks later - and afterwards as a standing item on the group’s radar, because the changes that trigger it happen far from Poland.
Watch out
- Public access is on its way out. A government bill adopted on 22 September 2026 (UC75) would end open access to the CRBR from 1 October 2027: authorities and obliged institutions such as banks keep direct access, everyone else must show a legitimate interest. The bill still has to pass Parliament; I will update this article when it becomes law.
- The 25% line moves in July 2027. From 10 July 2027 the EU Anti-Money Laundering Regulation (Regulation (EU) 2024/1624) applies directly, with a threshold of 25% or more (Art. 52). Four equal partners with exactly 25% each are not beneficial owners by ownership today; under the Regulation all four will be. It also counts indirect holdings by multiplying the percentages along each chain and adding the chains together, with control as a separate route - which settles the Polish dispute above.
Next steps
- Before incorporation, get from head office the full chain up to the people at the top, with each owner’s data - and test it against the Polish definition instead of copying the parent’s home-country entry.
- Arrange an eIDAS-compliant QES for every member of the Polish management board.
- After the KRS entry, chase the NIP and file within 14 days (weekends and holidays excluded).
- If the owners cannot be identified, document the attempt in writing before the board names itself.
- Put the CRBR on the group’s change checklist: any change of ownership or control above the Polish company means a Polish update within 14 days.