CRBR 2026: how to report the beneficial owner of a sp. z o.o. (14 days, 0 zł)
A sp. z o.o. reports its beneficial owners to the CRBR within 14 days of the KRS entry, not counting Saturdays and public holidays. Who to report, which data to collect, who signs with a Trusted Profile, when to update and what the penalty is.
- Category
- Founding
- Updated
- Author
- Norman
A sp. z o.o. reports its beneficial owners to the Central Register of Beneficial Owners (Centralny Rejestr Beneficjentów Rzeczywistych, CRBR) within 14 days of its entry in the KRS, and Saturdays and public holidays do not count towards the deadline (art. 60(1)(1) and (2) of the Act on Counteracting Money Laundering and Terrorist Financing). The filing is free, electronic only, and signed with a Trusted Profile (profil zaufany) or a qualified electronic signature (art. 61(2) and (4)).
Law as of 10 November 2026.
The Act applies in its consolidated text, Dz.U. 2025 item 644. The amendments of 2025 and 2026 did not change the CRBR rules. Below: who to report, which data to collect, who signs, how to count the deadline and what a late filing costs.
Who must report a beneficial owner
The duty applies to general, limited and limited joint-stock partnerships, sp. z o.o., simple joint-stock companies, joint-stock companies (except public companies), professional partnerships, cooperatives, foundations and associations entered in the KRS (art. 58 of the Act). A sole trader in CEIDG (JDG) and a civil-law partnership (spółka cywilna) have no such duty, because art. 58 does not list them.
The duty also applies to a company in liquidation or bankruptcy and to a company that has suspended its business. That is the Ministry of Finance's answer in its CRBR questions and answers.
Who is the beneficial owner of a sp. z o.o.
A beneficial owner is always a natural person who controls the company directly or indirectly (art. 2(2)(1)(a) of the Act). In a sp. z o.o. this is above all a shareholder with more than 25% of the shares or of the votes at the shareholders' meeting. Exactly 25% is not enough.
| Company structure | Who you report | Basis (art. 2(2)(1)(a)) |
|---|---|---|
| One shareholder, a natural person, 100% of the shares | That shareholder | first indent |
| Two shareholders with 50% each | Both shareholders | first indent |
| Shareholders with 70% and 30% | Both, as each has more than 25% | first indent |
| Shareholders with 80% and 20% | Only the 80% shareholder, unless the other controls the company in another way | first and second indent |
| A shareholder with 20% of the shares but 40% of the votes (preference shares) | That shareholder | second indent |
| Another company holds the shares | The natural persons who control that company | third indent |
| Four shareholders with 25% each, nobody controls the company otherwise | A person in a senior management position, in practice a management board member | fifth indent |
A person who controls the company as a parent undertaking under the Accounting Act, for example through the right to appoint most of the board, is also a beneficial owner (fourth indent). Votes include those a shareholder holds as a pledgee, a usufructuary or under an agreement with other shareholders.
Which data you report
| Whose data | What you enter | Basis |
|---|---|---|
| The company | Name, legal form, registered office, KRS number, NIP | art. 59(1) |
| The beneficial owner | Name, every citizenship, country of residence, PESEL (date of birth without one), size and nature of the share or rights | art. 59(2) |
| The person filing | Name, citizenship, country of residence, PESEL (date of birth without one), function, for example president of the board | art. 61(1a) |
The beneficial owner must give the company all data and documents needed for the filing and its updates in time (art. 60a of the Act). If they do not, and the company files late or with wrong data, the beneficial owner faces a fine of up to 50,000 zł (art. 153(3)).
Deadline: 14 days without Saturdays and holidays
The deadline runs from the day of the company's entry in the KRS, not from the day you receive the court's decision. The entry day itself does not count. You skip Saturdays, Sundays and public holidays (art. 60(2) of the Act). In practice you have about three weeks, not two.
Example: the company is entered in the KRS on Monday 2 November 2026. You count working days from 3 November: 3 to 6 November is 4 days, 9 to 10 November makes 6, 11 November is a public holiday, 12 to 13 November makes 8, 16 to 20 November makes 13. The fourteenth day is Monday 23 November 2026. Counting calendar days would give 16 November.
If the Ministry of Finance announces a CRBR system failure in its Public Information Bulletin (BIP), the time of the failure does not count either (art. 60(3)).
How to file with the CRBR step by step
- Identify the beneficial owners. Check the articles of association and the list of shareholders: who has more than 25% of the shares or votes, and who controls the company in another way.
- Collect the data. From each beneficial owner, take the name, every citizenship, country of residence, PESEL or date of birth, and the number and type of shares.
- Open the form. You file only electronically in the CRBR system on the podatki.gov.pl portal (the CRBR section). There is no paper version.
- Enter the company data. Name, legal form, registered office, KRS number and NIP. The company receives its NIP automatically on the KRS entry.
- Add the beneficial owners and the person filing. You enter each beneficial owner separately, with the type and size of their shares.
- Sign. A Trusted Profile or a qualified electronic signature is enough. The filing contains a statement that the data are true, with the clause "Jestem świadomy odpowiedzialności karnej za złożenie fałszywego oświadczenia." ("I am aware of criminal liability for making a false statement", art. 61(4) and (5)).
- Keep the UPO. After an automated check the system issues an official confirmation of receipt (UPO). It is your proof that the company filed on time.
Who signs the filing
The filing is made by a person authorised to represent the company (art. 61(1) of the Act): a management board member, following the representation rule in the KRS. The Ministry of Finance explains in its questions and answers that:
- with joint representation, every required board member signs, in any order, and Trusted Profile and qualified signatures can be mixed,
- a commercial proxy (prokurent) may sign if authorised to represent the company,
- a proxy under a power of attorney, for example an accounting office, cannot file for the company.
An accounting office can prepare the data, but the board signs. A Trusted Profile requires a PESEL number, so a board member without one signs with a qualified electronic signature.
When you update the CRBR data
You update any change to the reported information within 14 days, again without Saturdays and holidays (art. 60(1a)(1) and (2) of the Act).
| Change | The 14 days run from | Example |
|---|---|---|
| A change that needs a KRS entry | The day the change is entered in the KRS | A new company name or registered office, a capital increase that changes the beneficial owners' shares |
| A change that needs no KRS entry | The day of the change | A sale of shares, a new citizenship or country of residence of a beneficial owner |
If the filing contains an obvious error, you file again with the correct data. Banks and other obliged institutions compare the CRBR with what they have established about the company and report discrepancies to the Minister of Finance (art. 61a). The Minister may then open proceedings and correct the register by decision (art. 61b).
Penalties for not filing
| Breach | Who is liable | Sanction | Basis |
|---|---|---|---|
| No filing or update in time, data that do not match the facts | The company | Fine of up to 1,000,000 zł | art. 153(1) |
| The beneficial owner did not provide data, so the company breached its duty | The beneficial owner | Fine of up to 50,000 zł | art. 153(3) |
| A false statement in the filing | The person signing | Criminal liability | art. 61(5) |
| Damage caused by untrue data or a late filing | The person filing | Liability for damages | art. 68 |
The Minister of Finance, who keeps the register, imposes the fines by decision (art. 56 and art. 57(2)(4)). The Act sets an upper limit, not a fixed amount.
The CRBR is public and free
Anyone can check a company's data and its beneficial owners in the CRBR free of charge (art. 67 and 69 of the Act). The register keeps the data for 10 years after the company is struck off the KRS (art. 64(1)). Data in the register are presumed true (art. 68).
The CRBR is one of a new company's first duties. The others, from NIP-8 to VAT-R, are in our guide how to start a sp. z o.o., and VAT registration in Polish company VAT registration. A company created by converting a JDG also reports its beneficial owners within 14 days of the KRS entry.
How Norman helps
Norman keeps the books of a Polish sp. z o.o. from the first day after the KRS entry: it sends the company's invoices to KSeF, pulls purchase invoices and matches bank payments to documents. Full books come with Pro for 49 zł a month, net; CIT-8, VAT and JPK_V7, which Norman prepares for your approval, and the year-end close come with Max for 119 zł. Work out what your company costs each month for free and without sign-up in the company cost calculator, and read more about Norman on the home page.
Frequently asked questions
How much does a CRBR filing cost?
Nothing. The filing and its updates are free (art. 61(2) of the Act), and searching the register is free too.
How many days does a company have to file with the CRBR?
14 days from the KRS entry, not counting Saturdays and public holidays (art. 60(1)(1) and (2) of the Act). For an entry on 2 November 2026, the deadline is 23 November 2026.
Does a single-shareholder sp. z o.o. have to file with the CRBR?
Yes. The sole shareholder who is a natural person holds 100% of the shares and is the beneficial owner. A board member signs the filing, often the same person.
Can an accounting office file for the company?
Not as a proxy. A person authorised to represent the company signs the filing: the board, or a prokurent only if they can represent the company. The office can prepare the data.
Does a JDG have to report a beneficial owner to the CRBR?
No. Art. 58 of the Act does not list sole traders in CEIDG or civil-law partnerships. The duty starts only when the JDG is converted into a company entered in the KRS.
30 days for free: bookkeeping for your new company from day one
Try Norman free for 30 days, with no card, and issuing and receiving invoices in KSeF stays free after the trial. Full company books come with Pro for 49 zł a month, net; CIT-8, JPK_V7 and the year-end close come with Max for 119 zł.