The Polish Central Register of Beneficial Owners (CRBR) is a public register containing information about natural persons who ultimately exercise control over certain entities. The register is one of the elements of the Polish system for counteracting money laundering and terrorist financing.
The obligation to report data to the CRBR applies, among others, to most commercial companies, foundations, registered associations and cooperatives. The information contained in the register is public and can be checked free of charge. From an AML perspective, the CRBR is also one of the sources used during the KYC process. However, this does not mean that an obliged institution may limit the identification of the beneficial owner solely to checking the data contained in the register.
What is the CRBR?
CRBR stands for the Central Register of Beneficial Owners. It is a register maintained in an ICT system, which is used to collect and process information on the beneficial owners of entities specified in the AML Act and on persons authorised to make notifications. One of the main purposes of the CRBR is to increase the transparency of ownership structures. Information about the formal owner of a company does not always make it possible to determine who ultimately exercises control over it.
Example: 100% of the shares in ABC sp. z o.o. are held by XYZ sp. z o.o. Merely establishing that the owner of ABC sp. z o.o. is another company does not yet answer the question of which natural person ultimately controls the entire structure. Information about such persons is intended to be included in the CRBR.
The public nature of the register is intended to make it more difficult to use complex corporate structures to conceal the identity of persons who actually control certain entities. The CRBR therefore plays an important role in the system for counteracting money laundering and terrorist financing.
Who must report a beneficial owner to the CRBR?
The obligation to submit information to the CRBR does not apply to all businesses. The AML Act specifies particular types of entities that are required to identify their beneficial owners and submit the relevant information to the register. The CRBR includes, among others, information concerning the beneficial owners of:
- general partnerships,
- limited partnerships,
- limited joint-stock partnerships,
- limited liability companies,
- simple joint-stock companies,
- joint-stock companies, except public companies,
- professional partnerships,
- European Economic Interest Groupings,
- European Companies,
- cooperatives,
- European Cooperative Societies,
- associations subject to entry in the National Court Register,
- foundations,
- trusts specified in the AML Act.
This means, for example, that a limited liability company should identify its beneficial owner and then submit the relevant information to the CRBR. However, the obligation to report data to the CRBR should not be equated with the process of identifying the beneficial owner itself. First, the entity should analyse its ownership and control structure and identify the natural persons who meet the criteria set out in the AML Act. Only the persons identified in this way can then be properly reported to the register.
We have written more extensively about who a beneficial owner is and how to identify one in a separate article.
What data is reported to the CRBR?
The scope of information submitted to the Central Register of Beneficial Owners includes both the data of the entity required to make the notification and information concerning its beneficial owners.
Depending on the type of entity, the notification includes, among other things, its name, legal form, registered office, KRS number and NIP. In the case of a beneficial owner, the data reported includes information allowing that person to be identified, as well as information on the nature and scope of the rights that resulted in the person being recognised as the beneficial owner. If the person does not have a PESEL number, the notification includes, among other things, their date of birth.
It is important not only to identify the person correctly. The information reported should also accurately reflect the basis on which that person exercises control over the entity. If there are several beneficial owners, the information should cover all persons who meet the relevant criteria.
How and within what time limit should a notification be made to the CRBR?
A notification to the CRBR is made electronically. It is not submitted in paper form.
How to submit a notification to the CRBR?
The notification is submitted via the CRBR ICT system and is free of charge. It is made by a person authorised to represent the relevant entity. The notification must be appropriately signed electronically and contain a declaration that the information provided is true.This declaration is made under pain of criminal liability for making a false statement.
This is of significant practical importance. The data contained in the CRBR is not determined by an authority on the basis of its own analysis of the company’s ownership structure. It is the obligated entity that is responsible for identifying its beneficial owners and for the accuracy of the data submitted to the register.
What is the deadline for reporting to the CRBR?
As a general rule, information must be submitted to the CRBR within 14 days from the date the entity is entered in the National Court Register.
However, the obligation does not end with the initial notification. If the information subject to notification subsequently changes, the data in the CRBR should be updated accordingly. In the case of entities other than trusts, the update must generally be made within 14 days from the change of data in the KRS, if the entry has a constitutive effect, or from the date on which the change occurs, if an entry in the KRS is not required for the change to become effective.
Example: if a change in the ownership structure results in a change of the company’s beneficial owner, it is not sufficient to leave the existing data in the CRBR unchanged. The entity should update it within the statutory deadline. For trusts, the Act provides separate rules concerning the event that triggers the start of the deadline.
Is the data in the CRBR public?
Yes. The Central Register of Beneficial Owners is a public register. This means that access to the information collected in the CRBR is not reserved exclusively for public authorities, obliged institutions or the reporting entities themselves. Anyone can check the data, and obtaining information from the register is free of charge.
In practice, this means that a contractor, financial institution or any other interested person can check which individuals have been reported as the beneficial owners of a particular entity. The register also allows historical information to be obtained for a specified period of time.
However, the CRBR should not be treated as an equivalent of the National Court Register. Its primary purpose is not to present all corporate information concerning a business, but to collect specific information required by law about beneficial owners and persons making notifications.
CRBR and KYC – is checking the register enough?
No. The CRBR is an important source of information in the KYC process, but an obliged institution cannot base the identification and verification of a beneficial owner solely on data obtained from this register. The AML Act expressly provides that, when applying the financial security measure consisting of identifying the beneficial owner and taking reasonable steps to verify their identity, the obliged institution may not rely solely on information from the CRBR.
Example: the customer states that Jan Kowalski is its beneficial owner. Jan Kowalski is also listed in the CRBR. The mere consistency of these two pieces of information does not mean that the obliged institution may refrain from establishing and understanding the customer’s ownership and control structure.
The CRBR is therefore one of the sources against which information obtained during the KYC process can be checked, but it does not replace an institution’s own analysis. This is particularly important in the case of more complex ownership structures, foreign entities or situations in which control over the customer does not result directly from a simple percentage share in the capital.
If an obliged institution identifies information about a beneficial owner that differs from the data contained in the CRBR, it should record the discrepancy and take steps to clarify its causes. If the discrepancy is confirmed, the Act provides for an obligation to submit the verified information to the competent authority together with a justification and appropriate documentation. Therefore, simply performing a “CRBR check” should not be equated with properly conducted identification and verification of the beneficial owner.
What are the consequences of failing to report or providing incorrect data to the CRBR?
Obligated entities should not only make the initial notification, but also ensure that the information contained in the CRBR remains up to date. Failure to comply with the obligation to submit or update information within the statutory deadline may result in a financial penalty. Similar liability may apply where an entity submits information to the register that is inconsistent with the actual state of affairs.
The penalty may amount to up to PLN 1,000,000.
It should also be remembered that the person making the notification submits a declaration that the information is true under pain of criminal liability for making a false statement. For this reason, a CRBR notification should not be treated merely as a formality consisting of completing a form. The entity should first correctly establish its ownership and control structure and identify the persons who meet the definition of a beneficial owner.
Do you need support with beneficial owner verification?
Checking the data in the CRBR is not always sufficient to correctly determine who actually exercises control over the customer. In more complex structures, it may be necessary to analyse several levels of ownership, corporate documents and other sources of information.
We can support you in analysing the customer’s ownership structure, identifying and verifying beneficial owners, and clarifying discrepancies detected during the KYC process.
This means that customer verification is not limited to formally checking the register, but makes it possible to genuinely understand who stands behind a particular entity and exercises control over it.
Do you need support with beneficial owner verification?
Checking the data in the CRBR is not always sufficient to correctly determine who actually exercises control over the customer. In more complex structures, it may be necessary to analyse several levels of ownership, corporate documents and other sources of information.
We can support you in analysing the customer’s ownership structure, identifying and verifying beneficial owners, and clarifying discrepancies detected during the KYC process. This means that customer verification is not limited to formally checking the register, but makes it possible to genuinely understand who stands behind a particular entity and exercises control over it.
Contact us
office@amloutsourcing.pl