UBO Filing in Poland: Beneficial Ownership Guide

What Is a UBO (Ultimate Beneficial Owner)?

A UBO is a natural person who directly or indirectly owns more than 25% of a company’s shares, controls more than 25% of its voting rights, or exercises decisive control through other legal or factual arrangements. The 25% test comes from Article 2(2)(1) of Poland’s AML Act, which mirrors Article 3(6) of the EU’s Fourth Anti-Money Laundering Directive.

A worked example: if a shareholder holds 30% of equity in a spółka z o.o. (limited liability company), that person is a UBO. When no natural person meets the 25% test, the AML Act falls back to reporting the entity’s senior managing officials (wyższa kadra kierownicza) as beneficial owners, a rule grounded in Article 3(6)(a)(ii) of Directive (EU) 2015/849. In layered cross-border chains, the top natural person in the chain is the UBO.

What Is the Central Register of Beneficial Owners (CRBR)?

The CRBR (Centralny Rejestr Beneficjentów Rzeczywistych) is Poland’s beneficial ownership register, and it became operational on 13 October 2019. It was established under the Act of 1 March 2018 on Counteracting Money Laundering and Terrorist Financing, which transposes the EU’s Fourth AML Directive (Directive (EU) 2015/849) and Fifth AML Directive (Directive (EU) 2018/843) into Polish law.

The register exists so regulators, financial institutions, and the state can identify the real people behind legal entities. Article 30 of the Fourth AML Directive requires every EU member state to keep a central beneficial ownership register, and the CRBR is Poland’s implementation. It is the Polish equivalent of a BOI (beneficial ownership information) filing for readers familiar with US terminology.

Who Must File a UBO Declaration in Poland?

Nearly every entity registered in the KRS must file, including limited liability companies, joint-stock companies that are not publicly listed, simple joint-stock companies, every partnership form in the KRS, European companies, cooperatives, and KRS-registered foundations and associations. Trusts with business relations or assets in Poland must also report. Sole proprietorships and civil-law partnerships (spółka cywilna) outside the KRS are excluded.

Who Is Responsible for Filing, and Can It Be Outsourced?

Only a person authorized to represent the entity, such as a management board member or partner, may sign and submit the CRBR filing. That person personally attests to the truth of the data under criminal liability. Under Article 61(1) of the AML Act, this duty generally cannot be delegated to an attorney-in-fact (pełnomocnik), so a law firm or service cannot file in the board’s place.

An outsourced service still adds value within that constraint. The provider identifies the UBOs, prepares the declaration, and monitors for changes, while an authorized representative with a valid e-signature executes the submission.

What Records Must You Keep to Support a UBO Filing?

Entities must retain the documents that prove their UBO determinations, including shareholder lists, contracts, and evidence of control. These records demonstrate compliance during audits and support obliged institutions that verify your data. Keep them current, because a shareholder change can trigger a new filing deadline.

What Is the UBO Filing Deadline in Poland?

The initial declaration is due within 14 business days of KRS registration. Updates are due within 14 business days of a change for entities registered on or after 10 November 2022, and within 7 business days for entities registered before that date. Every deadline runs in business days (dni robocze), excluding Saturdays, Sundays, and statutory holidays, not calendar days.

Events that trigger an update include changes in shareholder structure, changes in board composition, and any circumstance affecting control.

What Information Is Required in the CRBR Filing?

The filing identifies the entity and each beneficial owner. For the entity, you report the name, legal form, KRS number, tax identification number (NIP), and registered office. For each UBO, you report full name, citizenship or citizenships, country of residence, PESEL (Polish national identification number) or date of birth if no PESEL exists, and the nature and scope of the ownership interest or control.

The submission includes a statement of truthfulness made under criminal liability for false declarations. That is why representation rights matter: the signer personally stands behind the data.

How Do You File a UBO Declaration in Poland? (Step by Step)

File online through the CRBR portal at podatki.gov.pl/crbr. There is no government fee. An authorized representative must sign the submission with a qualified electronic signature or a trusted profile (profil zaufany).

1. Identify the UBOs. Review the ownership structure and governance documents to find every natural person who meets the 25% test, or the senior managing officials if none does.
2. Collect the documentation. Gather each UBO’s personal data, including PESEL or date of birth, citizenship, and residence, plus the entity’s KRS number and NIP.
3. Submit the declaration. File electronically through the CRBR portal, signed by an authorized representative with a qualified e-signature or profil zaufany.
4. Maintain the register. Track ownership and board changes and file updates within the deadlines in the table above: 14 business days for initial filings and post-10-November-2022 entities, 7 business days for entities registered before that date.

How Do Foreign-Owned Companies Handle UBO Filing in Poland?

Foreign board members usually lack a Polish profil zaufany, so they must obtain a qualified electronic signature recognized under eIDAS to execute the filing. This signature requirement is the single biggest friction point for foreign-owned Polish subsidiaries, because the person with representation rights is often based abroad and cannot use the domestic trusted profile.

Two more issues follow. Cross-border ownership chains require tracing control up to the top natural person, who is the reportable UBO. Personal data for non-residents must be collected and handled under EU and Polish data-protection law. A compliance provider coordinates signature procurement, identifies the UBO in the chain, and prepares the declaration so the authorized representative can sign and submit on time.

What Are the Penalties for Missing a UBO Filing in Poland?

An entity that fails to file, files late, or submits data inconsistent with the facts can be fined up to PLN 1,000,000 under Article 153 §1 of the AML Act. Separately, a beneficial owner who withholds or falsifies the information the company needs to file can be fined personally up to PLN 50,000 under Article 153 §3. False statements carry personal criminal liability.

The operational risk is sharper than the fines. Banks and other obliged institutions check CRBR data during due diligence, so stale or inconsistent records trigger account friction, blocked transactions, and onboarding delays.

Is the Polish UBO Register Public?

No longer guaranteed. The register remains legally public today under Article 67 of the AML Act, but Poland adopted a draft amendment that restricts access to authorities, obliged institutions, and persons demonstrating a legitimate interest. The change answers the CJEU ruling in Joined Cases C-37/20 and C-601/20 (WM and Sovim v Luxembourg Business Registers, 22 November 2022), which invalidated unrestricted public access to EU beneficial ownership registers on privacy grounds.

The government’s draft repeals the blanket public-access rule and replaces it with a tiered, legitimate-interest model. The effective date has slipped from earlier 2026 targets toward 2027 as the bill moves through the Sejm. Filing obligations stay the same regardless of who can view the data.

What Is Changing in EU Beneficial Ownership Rules?

The EU AML Package, centered on Regulation (EU) 2024/1624 (the Anti-Money Laundering Regulation, or AMLR), will reshape beneficial ownership rules EU-wide, including the 25% threshold and register mechanics. The AMLR becomes directly applicable in every member state, including Poland, from 10 July 2027.

Alongside the regulation, the new EU Anti-Money Laundering Authority (AMLA) in Frankfurt will supervise and coordinate enforcement across the bloc. Polish rules will keep moving through 2026 and 2027 as the access-restriction amendment and the AMLR arrive together, so holding structures with layered or cross-border ownership face rising transparency pressure.

How We Help With UBO Filing in Poland

Commenda’s entity management platform tracks your beneficial ownership filing obligations and deadlines across jurisdictions, keeps the compliance calendar current, and coordinates filings for foreign-owned entities in Poland and across the EU. It gives controllers certainty that each CRBR filing is identified, prepared, and submitted on time, so the 14-business-day clock never catches you off guard.

If you operate in more than one EU country, the 25% threshold is harmonized but the filing mechanics are not. See the sibling guides for the Czech Republic, Germany, Slovakia, Austria, and France, and use the Commenda compliance calendar to track deadlines by country and entity.

Book a demo to get a filing-obligation review for your Polish entity.