The CRBR filing is an electronic form in which the company states who actually controls it. A board member files it within 14 days of the company’s entry in the KRS, and Saturdays and public holidays do not count towards the deadline, so in practice you have 14 working days. The filing is free, and a late filing or false information exposes the company to a fine of up to PLN 1,000,000.
The CRBR, the Central Register of Beneficial Owners, is kept by the Minister of Finance under the Anti-Money Laundering Act (in Polish). Below we explain whom to report, how to count the deadline and what to do after a change of shareholders. The CRBR filing is included in the price of our company registration, but it is worth knowing what it contains, because a board member signs it and makes the statement that the information is true.
Who files with the CRBR
The obligation rests with the company and is performed by the person authorised by law to represent it (art. 58(4) and art. 61(1) of the Act). In a sp. z o.o., that is a board member. If the articles require the board to act jointly by two people, both must sign the filing. A shareholder who is not on the board cannot sign the filing, even if they hold all the shares.
The beneficial owner also has an obligation. They must give the company the information needed for the filing (art. 60a). This matters when the board and the shareholders are different people, for example when the president is a manager and the shares belong to an investor. If the company misses the deadline because this information was not provided, the beneficial owner faces a separate fine of up to PLN 50,000 (art. 153(3)).
Who is the beneficial owner of a sp. z o.o.
The beneficial owner is always a natural person who directly or indirectly controls the company. The Act (art. 2(2)(1)) lists, among others, a person holding more than 25% of the shares, a person controlling more than 25% of the votes, and a person controlling another company that is a shareholder. The word “more” matters: exactly 25% of the shares is not enough on its own.
If no such person can be identified after checking, and this is documented, the Act requires you to report a person holding a senior management position. In a small company, this is usually a board member. The table shows typical structures.
| Share structure | Whom you usually report | Why |
|---|---|---|
| John holds 100% | John | He holds more than 25% of the shares and votes |
| Anna 50%, Peter 50% | Anna and Peter | Each of them exceeds the 25% threshold |
| Anna 60%, Peter 20%, Eve 20% | Anna | Only she exceeds the threshold, unless Peter or Eve has control for another reason |
| Four shareholders with 25% each | A board member, if nobody has control in another way | Nobody holds more than 25%, so the person in a senior management position comes into play |
| 100% held by another company wholly owned by John | John | He controls the shareholder, and therefore indirectly the company |
John holds 100%
- Whom you usually report
- John
- Why
- He holds more than 25% of the shares and votes
Anna 50%, Peter 50%
- Whom you usually report
- Anna and Peter
- Why
- Each of them exceeds the 25% threshold
Anna 60%, Peter 20%, Eve 20%
- Whom you usually report
- Anna
- Why
- Only she exceeds the threshold, unless Peter or Eve has control for another reason
Four shareholders with 25% each
- Whom you usually report
- A board member, if nobody has control in another way
- Why
- Nobody holds more than 25%, so the person in a senior management position comes into play
100% held by another company wholly owned by John
- Whom you usually report
- John
- Why
- He controls the shareholder, and therefore indirectly the company
Simplified examples, legal status as of 4 November 2026. The share split alone does not always settle the matter.
The table does not replace checking the articles. Shares may carry preferential voting rights, and one share can then give up to three votes (art. 174 § 4 KSH, in Polish). A shareholder with 20% of the shares does not then exceed the threshold counted in shares, but may exceed 25% of the votes. That is why both thresholds are considered, as well as agreements between shareholders.
The CRBR deadline: how to count 14 days
The deadline runs from the day the company is entered in the KRS (art. 60(1)(1)), not from signing the articles or receiving the NIP. You skip Saturdays and public holidays (art. 60(2)). Example: a company was entered in the KRS on Monday 2 November 2026. The entry day does not count, the first day is 3 November, and 11 November is a public holiday, which you also skip. The fourteenth day of the deadline falls on Monday 23 November 2026.
Do not leave it until the last day. A specific person must sign, and with a board acting jointly two people must do so, and they are not always available at the same time. If the register system has a documented outage, its duration does not count towards the deadline (art. 60(3)), but that is no reason to wait until the end.
How to file a company with the CRBR step by step
The filing is not made at a court or tax office, but online. The register has no paper route: the Act provides only for an electronic document (art. 61(2) and (3)).
- Collect the company’s details: name, legal form, registered office, KRS number and NIP, if already assigned.
- Collect the beneficial owner’s details: full name, every citizenship held, country of residence, PESEL or, without one, date of birth, and a description of the size and nature of the stake or rights (art. 59).
- Prepare the filing person’s details: full name, citizenship, country of residence, PESEL or date of birth, and role in the company (art. 61(1a)).
- Open the form on the CRBR portal and enter the details. Check that the company details match the KRS extract.
- Sign the filing with the Trusted Profile (Profil Zaufany) or a qualified signature. A person without a PESEL cannot use the Trusted Profile, so they need a qualified signature.
- Send the filing and keep the confirmation. The information enters the register immediately (art. 63).
The form contains a statement that the information is true, made under penalty of criminal liability for a false statement (art. 61(4) and (5)). This is not a formality. The person signing should know whom they are reporting and why, even if someone else filled in the form.
The fine for not filing with the CRBR
The fine is imposed by decision of the authority competent for the register (art. 57(2)(4)). The maximum amount is PLN 1,000,000, but that is an upper limit, not a rate for every case. The Act does not give a single amount, which is why nobody honest will tell you in advance how much the fine in your case would be.
| Breach | Who is liable | Fine up to | Legal basis |
|---|---|---|---|
| No filing or update on time | The company | PLN 1,000,000 | Art. 153(1) |
| Information inconsistent with the facts | The company | PLN 1,000,000 | Art. 153(1) |
| The beneficial owner did not provide information, causing the company to breach its obligation | The beneficial owner | PLN 50,000 | Art. 153(3) |
No filing or update on time
- Who is liable
- The company
- Fine up to
- PLN 1,000,000
- Legal basis
- Art. 153(1)
Information inconsistent with the facts
- Who is liable
- The company
- Fine up to
- PLN 1,000,000
- Legal basis
- Art. 153(1)
The beneficial owner did not provide information, causing the company to breach its obligation
- Who is liable
- The beneficial owner
- Fine up to
- PLN 50,000
- Legal basis
- Art. 153(3)
Act on Counteracting Money Laundering and Terrorist Financing, Journal of Laws 2025 item 644, as of 4 November 2026.
Updating the CRBR after a change of shareholders or board
The CRBR is not a one-off obligation. If the reported information changes, you update it within 14 days too, counted the same way, excluding Saturdays and public holidays. The Act distinguishes two cases (art. 60(1a)(1)). When a change requires a KRS entry to be effective, the deadline runs from the change in the KRS. When it does not require such an entry, it runs from the day the change was made.
The second case covers share sales, because a change in the owner of shares does not depend on a KRS entry. That is why, when buying a ready-made company, the update should not be put off until the court decides. The new owner becomes the beneficial owner and the previous one ceases to be, so the filing must show this. For ready-made companies, we prepare the CRBR document in the price, together with the KRS application. An update must also be checked when the beneficial owner’s surname or citizenship changes, and when the company’s registered office or name changes.
A change on the board alone does not have to mean a new beneficial owner, if the president holds no shares or control. It is different when the company reported a board member in the CRBR as the person in a senior management position. After they leave, the information in the register is out of date.
The CRBR and the KRS: two different registers
An entry in the KRS does not take care of the CRBR, and vice versa. The KRS shows the company, its board and larger shareholders, while the CRBR shows the natural persons behind the company. When a shareholder is another business, the KRS shows that business, whereas the CRBR shows the person who controls it. A KRS entry does not create a CRBR filing, so the board must file separately. CRBR data is used, among others, by banks, which check their customers and may report discrepancies (art. 61a), so an out-of-date entry can come to light when you simply open an account.
The CRBR filing is one of several matters after the KRS entry. We describe it together with NIP-8, VAT-R and PCC-3 in our guide to obligations after registering a company. With company registration, we prepare this whole set, and you check the details and sign. If you want to see the whole process, start with how to register a company in Poland.
