CRBR application – step by step instructions
What is CRBR?
CRBR – Central Register of Beneficial Owners (pl: Centralny Rejestr Beneficjentów Rzeczywistych) is an electronic system in which information on beneficial owners is collected and processed.
As we have already written here, the obligation to enter and update data in CRBR applies to companies registered in the National Court Register:
- limited liability;
- general partnerships
- limited partnerships
- limited joint-stock partnerships,
- simple joint-stock companies (from July 1, 2021)
- joint-stock companies, with the exception of public companies within the meaning of the Act of July 29, 2005 regarding public offering and the conditions for introducing financial instruments to organised trading and regarding public companies (Journal of Laws of 2019, item 623).
Who is the beneficial owner?
The beneficial owner is an individual or individuals
- exercising direct or indirect control over the company through the powers they have, which derive from legal or factual circumstances, enabling them to exercise decisive influence over actions or activities undertaken by the company, or
- on whose behalf a business relationship is made or an occasional transaction is performed
In the case of a company, being a legal person other than a company whose securities are admitted to trading on a regulated market that is subject to disclosure requirements under European Union law or equivalent third-country law, the beneficial owner of the company is:
- a natural person who is a partner or shareholder in a company and who holds more than 25% of the total number of shares in that legal person,
- a natural person holding more than 25% of the total number of votes in the constituting body of the company, also as a pledgee or usufructuary or under agreements with other persons entitled to vote,
- a natural person controlling a legal person or legal persons that together hold more than 25% of the total number of shares in the company, or together hold more than 25% of the total number of votes in the company’s governing body, also as a pledgee or usufructuary or under agreements with other persons entitled to vote
- a natural person controlling the company through holding in relation to it the powers referred to in Art. 3.1.37 of the Accounting Act of September 29, 1994 (Journal of Laws of 2019, item 351), or
- a natural person holding a senior management position in the company’s bodies in the event of a documented impossibility of establishing or doubts as to the identity of the natural persons referred to in the above points and where no suspicion of money laundering or terrorist financing is established.
Who has to report data to CRBR?
Only a person authorised to represent the company can report the data to the Central Register of Beneficial Owners (CRBR).
It is not possible to delegate this task to other persons (in accordance with Article 61 (1) of the Act of March 1, 2018 regarding anti-money laundering and counter-terrorist financing (Journal of Laws of 2020, item 971).
When should one make an entry in the CRBR?
After obtaining an entry in KRS, entities have 7 days to make an entry in CRBR. Failure to submit an entry or late submission may result in a high fine – even up to PLN 1 million
How to make an entry in CRBR?
- Step 1 Create an application
- Step 2 Provide Tax Identification Number and choose the organizational form of the company
- Step 3 Choose the application
- Step 4 Provide the company data
- Step 6 Check and print UPO
Step 1 Create your application
- Go to the CRBR register website at https://crbr.podatki.gov.pl
- In order to make an entry in the register, click on Utwórz zgłoszenie (Create Application).
Step 2 Enter your Tax Identification Number (NIP) and choose your legal form
- In the NIP box, enter your tax identification number.
- In the Froma organizacyjna box, from the drop-down list, please choose the relevant organizational form of the company and click Następny (Next).
Step 3 Choose the application
- Enter the date of the entry. In the case of a first entry, this will be the current date.
- If you are updating an entry, information about the company’s previous applications will appear here. You will also correct the application here if it turns out that the previous one contained incorrect data.
- You have to also provide the date of the event. In the case of a change of the beneficial owner, e.g. due to the sale of shares, this will be the date of the share sale agreement.
- For all new companies it will be the date of registration in the KRS. For companies existing at the time the register was opened, you must indicate the date on which the application was sent to the CRBR.
Then create new application by clicking Utwórz nowe zgłoszenie.
Step 4 Enter company details
In Part A you have to provide basic information about the company.
In Part B, you must provide information about the beneficial owner.
Number of Beneficiaries – depending on the situation in the company, list all those considered for in the Act (may be one or many)
Nature of the rights vested in the Beneficiary – please indicate whether these rights are:
(a) direct – holding shares in the company which the said application relates to e.g. >25%, shares entitling to more votes etc.
b) indirect – e.g. a natural person holding 60% of shares in company A, which holds 50% of shares in company B applying the beneficiary
c) other – e.g. majority of voting rights due to agreements with shareholders, senior managerial position.
Type of ownership rights – depends on the legal form, occurs with direct rights
Value – amount expressed in PLN
Type of preference – choose the appropriate one from the list below:
In part C, tick the liability clause and proceed further (click Dalej).
Step 5 Check and print UPO
- In the final step, sign the document and send the application. If it requires more than one signature, you can save it to an *.xml file
- The application must bear a qualified electronic signature or be signed by an ePUAP trusted profile. If joint representation is required, it must be signed by all required persons. The order of signatures is not important.
- If your application is successfully verified, you will receive a message that your documents have been correctly processed.
- You will be able to download the UPO by clicking on the Download UPO button (Pobierz UPO).
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