Under the Polish Act on Counteracting Money Laundering and Financing of Terrorism (Act of March 1, 2018), the UBO is the natural person who ultimately owns or controls a legal entity. For corporations, a UBO is typically identified in two main ways. Firstly, through material ownership, which is defined as a person who directly or indirectly holds more than a 25% share in the capital or voting rights, or has a right to more than 25% of the profits (Article 2(2)(1) of the Act). Secondly, through control, which refers to a person with “ultimate influence”. This is generally defined as the ability to make the decisions of the highest governing body align with their own will, for instance, by having the power to appoint or remove the majority of board members (Article 2(2)(1) of the Act).

The Act of course provides for more detailed rules. If, after exhausting all reasonable efforts, no UBO can be identified based on the criteria above, the law establishes a substitute mechanism. In such cases, every member of the entity’s governing body (i.e., the senior management personnel) is registered as its UBO (Article 2(2)(1)(a) of the Act). The Act also provides highly specific rules for other legal arrangements, such as foundations, associations, and trusts, identifying persons like founders, trustees, or beneficiaries as UBOs (Article 2(2)(1)(b) of the Act).

Which Entities Must Register Their UBO?

The obligation to register a UBO applies to most legal entities registered in Polish public registers, including business corporations (like spółka z o.o. or spółka akcyjna), foundations, associations, and cooperatives. The law, however, provides for several exemptions, such as public joint-stock companies listed on stock exchanges subject to EU disclosure requirements, certain state-owned enterprises, public institutions and universities etc.

The UBO Identification and Registration Process in Poland

The obligation to register a UBO applies to most legal entities registered in Polish public registers, including business corporations (like spółka z o.o. or spółka akcyjna), foundations, associations, and cooperatives. The law, however, provides for several exemptions, such as public joint-stock companies listed on stock exchanges subject to EU disclosure requirements, certain state-owned enterprises, public institutions and universities etc.

Key practical aspects of this process include:

• Filing Deadlines:
  • Newly established entities must submit their filing within 14 days from their registration in the National Court Register (KRS).
  • Any changes to the reported information must be updated in the CRBR within 14 days of the change occurring.
  • Saturdays and public holidays are not included in the calculation of these deadlines.

• Method of Filing and Signature: The filing must be submitted electronically by a person legally authorized to represent the entity (e.g., a management board member). The filing must be signed with a qualified electronic signature or a Trusted Profile (ePUAP).

Public Access to the Polish UBO (CRBR) Register

Since October 2019, the UBO Register has been made publicly accessible free of charge and without registration. The public can view the following information about a UBO:

• Full name
• Country of residence
• Date of birth or PESEL number
• Nationality
• Information on the nature of their position (e.g., size of share, voting rights)

The public portal can be accessed at podatki.gov.pl/crbr. While this provides access to Polish data, the process for obtaining information from other EU countries varies. Unfortunately, the system is only available in Polish.

Consequences of Non-Compliance in Poland

Failure to comply with UBO registration duties carries significant sanctions that can directly impact a company’s operations and finances. The primary consequences include:

• Fines: A fine of up to PLN 1,000,000 (approx. €215,000) can be imposed on the legal entity for failing to register its UBO or for providing incorrect information. Additional fines up to PLN 50,000 can be imposed on a UBO who fails to provide the necessary cooperation. Criminal liability can extend up to 8 years imprisonment for providing false UBO information.
• Inability to Open Bank Accounts: Banks cannot open accounts for entities without completed CRBR registration, creating immediate business impact for non-compliant companies. Existing banking relationships may also be terminated if UBO registration requirements are not met.
• Business Relationship Restrictions: Obligated institutions must terminate business relationships with entities that fail to provide required UBO information, significantly limiting the company’s ability to conduct business operations.
• Exclusion from Public Procurement and Subsidies: A company that has not registered its UBO may be excluded from public procurement procedures. Contracting authorities are required to verify the UBO of the selected supplier. Similarly, providing information about the UBO is often a condition for receiving public subsidies.

Ensure Your Compliance and Avoid Penalties in Poland

Correctly identifying your Ultimate Beneficial Owner and ensuring their proper registration is a critical legal requirement. Our team of experts provides a comprehensive service that covers both the UBO identification based on your specific corporate structure and the complete handling of the registration process. By entrusting this task to us, you can be confident in your compliance and avoid the severe penalties associated with any errors.