What is the Central Register of Beneficial Owners?

The Central Register of Beneficial Owners has been operational in Poland since October 13, 2019. Its establishment has imposed new obligations on businesses to report information about companies' beneficial owners. How exactly does the CRBR work, and who does it apply to?

What does the Central Register of Beneficial Owners include?

The Central Register of Beneficial Owners serves as the central repository for the statutory data that pertinent entities (corporate or legal entities incorporated in the State) are required to keep about the natural persons who act as their beneficial owners or controllers. This data includes specifics about the beneficial interests that these entities hold. Individuals with direct control over entities, usually commercial companies, are directly linked to the CRBR.

Who is the beneficial owner?

A beneficial owner is a person who profits from an entity's operations. It controls its operations, either directly or indirectly. Thus, in the case of partnerships, all the partners are the real beneficiaries. Limited liability companies operate under slightly different rules; beneficiaries are only those who own more than 25% of all shares in the capital.

Distinguishing the true beneficial owners is particularly difficult when it comes to foundations and associations. In such organisations, it is necessary to examine who actually has influence over their activities. In such a situation, the founder or members of the foundation's board or council are typically considered beneficiaries.

Who should report to the CRBR?

The Central Registry of Beneficial Owners refers to those who have direct or indirect control over an entity. The rules vary depending on the type of company or organization. They present themselves as follows:

• In a partnership, all partners are involved in the business.
• In a company under commercial law, partners who own more than 25% of the company's share capital should be included. If another capital entity holds 25% in the company, its partners with shares exceeding 25% must also be included. 
• Foundations and associations: persons who actually influence the organization's operation, such as the board of directors, founder, or foundation council.

All commercial companies, European economic interest groupings, European companies, cooperatives, associations, and trusts subject to registration in the National Court Register are required to disclose information on beneficial owners.

There are situations where it is impossible to determine the ultimate beneficial owner of a given company. In such cases, it is necessary to report the persons who occupy the highest managerial positions.

How do I report to the CRBR?

Nowadays, reporting to the CRBR is extremely easy. All formalities can be completed online, using the complete information about the company's TIN and its legal form in a separate field. The next step is to determine the date of the event that requires notification to the CRBR.

Most often, the notification is needed in the case of the registration of a new company or the change of its address. When filling out the form, you can also provide information about other beneficial owners or representatives.

Notification to the CRBR: important dates

Entities managing companies, associations, and foundations must update the register of beneficial owners regularly. Entities managing companies, associations, and foundations must record all events. For newly established entities, it is necessary to place an entry in the CRBR within 7 days. The same also applies if the company has changed its address.

According to Central Registry of Beneficial Owners, owners of already existing entities were required to report beneficiaries by July 13, 2020.

What data should be reported to the CRBR?

The registry of beneficial owners deals with the identification of companies and the persons who control them. When adding an entry to the list, individuals must declare that the information is completely accurate, subject to criminal liability.The list of beneficial owners collects a range of information, such as:

• Data of the company to which the entry relates: name, organisational form, registered office, tax ID, and KRS number.
• Data of the beneficial owner (name, citizenship, place of residence, PESEL), as well as information on the nature and size of participation in the entity.

Starting in 2022, the registry will also include information on the person who prepared the application. These may include members of the board of directors, proxies, or attorneys.

What's the purpose of the Central Register of Beneficial Owners?

The list of beneficial owners aims to facilitate combating money laundering from illegal sources. It also plays a role in countering the financing of terrorism. Its existence makes it easier for law enforcement and financial institutions to control the flow of funds.

Transparency in beneficial owner information also increases trust between business entities and improves market credibility. The implementation of the CRBR is a response to international requirements, including European Union directives on anti-money laundering.

The registry also makes it possible to identify individuals who actually control or have significant influence over the activities of business entities. This makes it possible to determine exactly who is behind a particular company.  This solution significantly enhances the response when irregularities are detected with anti-money laundering and counter-terrorist financing regulations.