When a registry holding director or beneficial-owner data is closed to foreign applicants, the collateral picture changes. A lender or buyer cannot verify who controls the asset, who has authority to encumber it, and whether prior encumbrances already exist. The gap is not administrative. It is a structural limit on what due diligence can establish before a transaction closes.
- What the situation concerns
- Director and beneficial-owner registries that restrict or deny access to foreign applicants. Source: CJEU judgment C-37/20 · decided 22.11.2022
- EU-wide effect
- Following C-37/20, EU member states closed public UBO access by default. Access now requires demonstrated legitimate interest. Source: CJEU · 22.11.2022
- Polish position
- Poland's CRBR (Centralny Rejestr Beneficjentów Rzeczywistych) remains accessible, but the scope of data returned and the conditions for foreign applicants are subject to verification before reliance. Source: CRBR · retrieved 31.07.2026
- Collateral consequence
- An unverified beneficial owner is an unverified encumbrance risk. The chain of authority to grant security cannot be confirmed at the level where it matters.
Why registry closure matters for collateral
Collateral value depends on two things: what the asset is worth, and who has the authority to grant security over it. The second question is answered by the director and ownership chain. If that chain cannot be verified from official sources, a lender cannot confirm that the person signing a pledge or mortgage had authority to do so. A security interest granted without authority is defeasible. The risk is not theoretical.
For Polish assets, the relevant registers are the KRS (Krajowy Rejestr Sądowy) for directors and company structure, and the CRBR for beneficial owners. KRS data on directors is publicly accessible and machine-readable. CRBR data on beneficial owners is accessible in principle but subject to conditions that a foreign applicant may not be able to satisfy without assistance.
What the KRS shows and where it stops
The KRS records the current board composition, powers of representation, and any restrictions on a director's authority to act alone or jointly. For collateral purposes, this is the primary source for confirming signing authority. The registry is online, searchable by company name or NIP, and returns structured data without registration.
The KRS does not show the beneficial owner. It shows the registered shareholder — which may be a holding company, a nominee, or a trust. The gap between registered shareholder and ultimate beneficial owner is precisely where the CJEU ruling has the most effect.
| Question | Source | Accessible to foreign applicant | What is not shown |
|---|---|---|---|
| Who are the current directors? | KRS | Yes — public, no registration required | Whether authority is subject to internal restrictions not filed with KRS |
| What are the signing rules? | KRS | Yes — stated in the register entry | Shareholder resolutions that may limit authority below the KRS threshold |
| Who owns the shares? | KRS (for sp. z o.o.) / share register (for S.A.) | KRS entry: yes. Share register of S.A.: not publicly accessible | Nominee arrangements; pledges over shares not yet filed |
| Who is the ultimate beneficial owner? | CRBR | Conditional — legitimate interest required after C-37/20 | Accuracy of self-reported data; chains above 25% threshold |
| Are shares already encumbered? | KRS (pledge over shares in sp. z o.o.) / RKZR (registered pledge) | KRS: yes. RKZR: yes, with NIP or PESEL of pledgor | Contractual restrictions on transfer not registered anywhere |
The CRBR after C-37/20: what changed for Poland
Before the CJEU ruling of November 2022, EU member states were required to make UBO registers publicly accessible. The Court found that unrestricted public access was incompatible with fundamental rights. Member states responded by restricting access to persons who can demonstrate a legitimate interest.
Poland amended the CRBR access rules accordingly. A foreign applicant seeking CRBR data must now satisfy the legitimate-interest condition. The mechanism for doing so — what documentation is required, in what language, through what channel — is established by Polish administrative procedure. A foreign lender or buyer acting without a Polish-registered representative faces a practical barrier that is not insurmountable but is not self-service.
The CRBR data itself is self-reported by the obligated entity. The register does not independently verify the declared beneficial owner. A mismatch between CRBR declaration and the actual ownership structure is possible and has been documented in enforcement proceedings. A CRBR entry that names a beneficial owner is a starting point, not a conclusion.
Pledges and encumbrances: the registered pledge register
Poland maintains the Rejestr Zastawów (RKZR), administered by the Ministry of Justice. It records registered pledges over movable assets and rights, including shares in limited liability companies. A search requires the NIP or PESEL of the pledgor. Without that identifier, a search cannot be run. A foreign applicant who does not have the Polish tax number of the company or individual cannot conduct the search independently.
The RKZR does not cover financial pledges (zastaw finansowy) established under the Act on Financial Collateral Arrangements, which are not registered anywhere publicly. It also does not cover contractual pledges (zastaw zwykły) that have not been converted to registered pledges. A clean RKZR result is therefore not a clean encumbrance confirmation. It is confirmation that no registered pledge has been filed against the identified pledgor.
Share register of a joint-stock company
For Polish joint-stock companies (spółka akcyjna, S.A.), the share register is maintained by the company itself or by a licensed depository institution. It is not a public register. A foreign buyer or lender cannot access it without the cooperation of the company. Since January 2021, dematerialised shares in non-public S.A. companies must be registered with a licensed entity, but that record is not publicly searchable.
The consequence for collateral: ownership of an S.A. cannot be confirmed from public sources alone. The KRS shows the company's structure and directors. It does not show who holds the shares or whether those shares are already pledged.
The limit of what the sources allow
The ceiling of what official sources allow is stated here, before any engagement. For a Polish asset where the holding entity is an S.A., public sources confirm directors and signing authority. They do not confirm share ownership, share encumbrances, or the ultimate beneficial owner without satisfying the legitimate-interest condition for CRBR access and obtaining the cooperation of the company for share register access. That gap is structural, not procedural. It does not close with more time or more searches.
For a sp. z o.o., the position is stronger: the KRS shows the shareholder list by name and percentage. Pledges over those shares, if registered, appear in the RKZR with the correct identifier. The CRBR adds the declared beneficial owner above the 25% threshold. The remaining gap is unregistered contractual arrangements and the accuracy of self-reported CRBR data.
In both cases, the chain of authority to grant security can be traced to a defined point. Beyond that point, the source does not exist or does not speak. The report states where that point is. It does not speculate beyond it.
Where the sources disagree
The most common divergence is between the KRS shareholder entry and the CRBR beneficial-owner declaration. The KRS may show a holding company as 100% shareholder. The CRBR may name an individual as beneficial owner. Those two entries may be consistent or they may not. If the individual named in the CRBR does not appear in the KRS chain, the gap requires explanation. The explanation is not available from either register.
A second divergence occurs between the RKZR and the actual encumbrance position. The RKZR records what has been registered. Financial pledges, contractual pledges, and transfer restrictions in shareholders' agreements are outside it. A transaction that relies on the RKZR as a complete encumbrance check is relying on an incomplete instrument.
What can be established and what cannot
From public Polish sources, without company cooperation, the following can be established for a sp. z o.o.: current directors, their signing authority as filed, the shareholder list by name and percentage, registered pledges over shares and assets (with the correct identifier), and the declared beneficial owner (subject to legitimate-interest access). The KRS entry date shows when each change was filed, not when it occurred.
What cannot be established from public sources alone: unregistered share pledges, financial pledges, shareholders' agreement restrictions, the accuracy of the CRBR declaration, and any changes in ownership or authority that have occurred but not yet been filed with the KRS. The filing deadline for KRS updates is seven days from the triggering event. The gap between event and filing is real and legally significant for a lender taking security in that window.
| Item | Public source available | Confirmed by source | Not confirmed |
|---|---|---|---|
| Current directors | KRS | Names, roles, representation rules | Internal resolutions restricting authority below KRS entry |
| Shareholders (sp. z o.o.) | KRS | Names, percentages as filed | Changes filed within the 7-day window; nominee arrangements |
| Shareholders (S.A.) | None public | Not confirmable from public sources | Ownership, encumbrances, pledges |
| Registered pledges | RKZR (with NIP/PESEL) | Filed registered pledges against identified pledgor | Financial pledges; contractual pledges; pledges against unknown entities |
| Beneficial owner | CRBR (legitimate interest required) | Self-declared owner above 25% threshold | Accuracy; chains structured below threshold |
| Insolvency / restructuring | KRZ (Krajowy Rejestr Zadłużonych) | Filed proceedings | Proceedings filed but not yet entered; informal arrangements |
Frequently asked questions
Can a foreign lender access the CRBR directly?
In principle, yes. In practice, the legitimate-interest requirement introduced after C-37/20 means the applicant must satisfy a condition defined under Polish administrative procedure. A foreign entity without a Polish representative faces a language, identification, and procedural barrier. The barrier is not absolute but it is not self-service.
Is a clean KRS entry sufficient to confirm signing authority?
The KRS entry confirms the representation rules as filed. It does not confirm whether a board resolution is required for the specific transaction, or whether the articles of association impose conditions not visible in the register entry. For a material security transaction, the articles and any relevant board minutes are required in addition to the KRS entry.
What does a closed or restricted registry mean for collateral value?
It means the ownership chain cannot be fully confirmed from public sources. An unconfirmed chain introduces the risk that the grantor of security lacked authority, or that prior encumbrances exist that are not visible. Lenders typically require additional representations, warranties, and indemnities to compensate for that gap. The gap itself is a negotiating variable in the transaction.
Does an S.A. structure always prevent share verification?
From public sources alone, yes. The share register of a non-public S.A. is not accessible without company cooperation. Since January 2021, dematerialised shares must be held with a licensed entity, but that record is not publicly searchable. Verification requires the company to produce the register or a certified extract from it.
What is the seven-day filing rule and why does it matter?
Changes to KRS-registered data must be filed within seven days of the triggering event. During that window, the register does not reflect the current position. A director may have resigned; a shareholder may have transferred shares; a pledge may have been granted. The KRS entry at the moment of search may be accurate as of the last filing, not as of the search date. For time-sensitive transactions, a representation from the company as of closing date is required alongside the KRS extract.
Disclaimer: This report is a factual compilation from official registers and public sources. It is provided for informational purposes only, does not constitute legal advice, and contains no legal qualification of the facts established. KORDECKI & Partners assumes no liability for actions taken or not taken based on this material. For advice regarding your particular situation, please contact info@kordeckipartners.com.