25% Is Not Enough: How the CRBR Threshold Changed Our Share Structure

In July 2026, just after the KRS (Poland's National Court Register) welcomed our company BYIT to the business world (number: 0001255421), another formality awaited us: reporting beneficial owners to the Central Register of Beneficial Owners (CRBR). We had 7 days to do it, and we were sure everything was clear. Our share structure was simple: two partners, 50 shares each, meaning a perfect 50% / 50% split. Or so we thought.

The problem arose when one of the shareholders, let's call him "our partner X," held exactly 25% of the shares in another company we also managed. It seemed obvious: 25% is 25%, so he should be a beneficial owner. But CRBR regulations say something different. And that's where the bureaucracy, which turned out to be more subtle than we anticipated, bit us.

One Word That Changes Everything: "More Than"

CRBR requires reporting natural persons who hold more than 25% of the total number of votes in the constituting body, or shares in the share capital.

And this is crucial. "More than 25%" is not "25% or more." It means that someone who holds exactly 25% does not meet this threshold. Even though they have real influence over the company, in the eyes of the CRBR definition, they are simply not a beneficial owner.

For us, this meant that our partner X, who had exactly 25% in that other company, simply wouldn't be listed in the CRBR. From the authority's perspective, his influence was... invisible. And this distorted the ownership picture and could raise questions.

How We Tackled It: A Small Change, a Big Impact

The decision was simple, though it required a minor adjustment: we transferred one share (worth 50 PLN) from the second partner to our partner X. As a result, his stake in the share capital slightly exceeded 25%, allowing him to be correctly reported as a beneficial owner.

This small operation, involving the transfer of a single share, changed everything. From 25%, it became 25.1% (or 26%, depending on rounding and capital) — and suddenly our partner X became "visible" to the system.

What We Learned (and What You Should Check for Yourself)

1. Read regulations precisely: What seems obvious (25% = control) might mean something different in the eyes of the law. Pay attention to words like "more than," "at least," "not less than."
2. Plan your share structure in advance: If you're setting up a company, consider if any shareholder might land exactly at 25%. If so, it's worth correcting it immediately so they exceed the threshold. You'll avoid complicated share transfers later.
3. The penalty for non-reporting is one million PLN: This is not a formality that can be postponed. CRBR is one of those registers where oversight costs a lot. The 7-day deadline is truly short.

Visibility Is Not Always Control (or Vice Versa)

This CRBR situation made us realize that there are subtle differences between actual influence over a company and what is "visible" to formal registers. You can have full operational control over a company, but if you formally don't meet the definition of "more than 25%," you are invisible to the system.

This is a lesson that automation and an "AI-native" approach are not just about technology, but also about a precise understanding of formalities. Because even the best algorithm will fail if the input data is incorrect — or if we interpret a regulation differently than its creators.

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