Who Is the Ultimate Beneficial Owner (UBO)?
The Ultimate Beneficial Owner (UBO) is a natural person who exercises actual, direct or indirect control over a company – most often by holding at least 25% of shares or voting rights, or by exerting a decisive influence on the company’s strategic decisions. The definition also covers individuals who are able to make decisions regarding company activities, even if they do not formally hold shares.
Who Must File Data with CRBR?
The obligation to report the UBO to the Central Register of Beneficial Owners (CRBR) applies to:
- general partnerships,
- limited partnerships,
- limited joint-stock partnerships,
- limited liability companies,
- joint-stock companies (excluding public companies),
- registered foundations and associations.
This requirement is mandatory for all entities registered in the Polish National Court Register (KRS) and operating in Poland, in accordance with the Anti-Money Laundering (AML) Act.
Main CRBR Obligations for Companies
- Identifying the UBO
The company must determine who truly exercises control, considering both shareholders and individuals with significant influence over operational or strategic decisions. - Reporting to the CRBR
- Notification must be submitted electronically via the podatki.gov.pl/crbr portal, using a qualified electronic signature or the trusted ePUAP profile.
- Updating UBO Data
Any changes regarding the UBO (e.g., new shareholder, management changes, changes in company structure) require an update to the CRBR within 7 days. - Scope of Information to Be Reported
- Company data: name, legal form, address, KRS number, NIP
- UBO data: full name, citizenship, country of residence, PESEL or date of birth, nature and size of shares or rights held
When Must UBO Disclosure Be Made?
The deadlines for UBO notification depend on the moment the obligation arises:
- For companies registered in KRS after 10 November 2022: notification must be made within 14 days of registration.
- In case of changes to UBO data:
- For companies registered before 10 November 2022 – within 7 days of the change,
- For companies registered after 10 November 2022 – within 14 days of the change.
Consequences of Non-Compliance
- Financial penalties – up to PLN 1 million for failing to report or update data on time.
- Civil and criminal liability – for those submitting false declarations or failing to provide data.
- Practical risks – financial institutions (such as banks) may refuse to handle accounts or transactions if CRBR data is outdated or inconsistent, and accounts may be temporarily blocked until inconsistencies are resolved.
How to Submit Data to CRBR
- All filings must be made electronically via podatki.gov.pl/crbr.
- The notification must be signed by a management board member or another person legally authorized to represent the company.
- Before filing, the company should thoroughly analyze the ownership structure and prepare supporting documentation (such as shareholder lists, contracts, or updated excerpts from KRS).
- In complex or unclear cases (e.g., an international structure), the company should prepare its own legal analysis documenting the process of identifying the UBO.
Changes in Access to CRBR in 2025 and 2026
Purpose and Goal of Changes
Planned amendments to the AML Act are in response to a judgment by the Court of Justice of the EU, which ruled that public access to beneficial owner data is inconsistent with personal data protection rules and the Charter of Fundamental Rights. These changes also reflect the requirements of EU AML directives.
Stages of Change in CRBR Accessibility
Until the end of June 2025:
- CRBR remains a public register- anyone can instantly and freely check UBO data of any company.
From July 2025 to June 2026:
- Access is restricted.
- Anyone seeking data must provide a statement of a legitimate legal interest (subject to criminal liability for false or abusive declarations).
- Applications are processed within up to 12 business days, or up to 36 business days during peak times.
- Applicants may receive access confirmations valid for 3 years, with subsequent requests processed within 7 days.
From 1 July 2026:
- CRBR data will be accessible only to selected public authorities (such as courts, prosecutors, police, GIIF, KAS), obliged institutions (such as banks), and persons/lawyers who can demonstrate a justified legal interest in a formal request.
- Each request is reviewed individually and the scope of information shared may be limited for privacy reasons.
- In particular situations (e.g., risk of blackmail, violence, fraud, or if the UBO lacks legal capacity), authorities may exclude all or part of the UBO’s data from the register.
What Do These Changes Mean for Management Boards and UBOs?
- Timeliness and accuracy in reporting and updating UBO data to CRBR remains mandatory.
- The changes only affect how and to whom CRBR information is made available – they do not remove state reporting obligations.
- It will no longer be easy for business partners or journalists to swiftly verify counterparties -access will not be automatic or anonymous.
- Longer processing times for CRBR data may cause delays in due diligence or business transactions.
Changes to CRBR transparency and handling have a significant impact on company operations and compliance practices. They require robust documentation, strict observance of reporting deadlines, and ongoing monitoring of legal developments.
SKLAW supports companies in adapting to CRBR obligations. If you would like to learn more about the practical aspects of UBO reporting and updates in line with the latest regulations, please contact us.