The Central Register Of Beneficial Ownership
On the 22 of March 2019, the Department of Finance announced new legislation to set up a Central Register of Beneficial Ownership in Ireland. The creation of the Central Register in Ireland has been anticipated for some time and is required to meet Ireland’s obligations under the European Union (EU) Fourth and Fifth Anti-Money Laundering Directives. The Anti-Money Laundering Directives dictate that Member States are obliged to implement a Central Register of Beneficial Owners of every company operating in their jurisdiction.
The Regulations replace and expand the scope of regulations introduced in November 2016 which required companies to set up a register of beneficial ownership. That obligation continues. In addition to the requirement to have a register of beneficial ownership, from 22 June 2019, certain information must be filed on the Central Register.
However, a branch is not an entity incorporated in Ireland. Therefore, branches do not have to file beneficial ownership details with the Central Register. Any external branches in Ireland will have beneficial ownership obligations in their country of incorporation.
Below are a few helpful FAQs and tips to ensure that you file with the RBO before the deadline and avoid any negative consequences.
What is beneficial ownership?
A beneficial owner is an individual who owns or controls directly or indirectly:
- more than 25% of the shares;
- more than 25% voting rights;
- more than 25% ownership interest; or
- has the ability to control the company via other means.
In cases where no individual meets the thresholds to be a beneficial owner, details of the senior managing officials (e.g. company directors) are entered in the register of beneficial owners.
“Other means” includes any case of indirect ownership. For example, if the beneficial owner is a corporate entity, there is a legal requirement to disclose and file the details of the Ultimate Beneficial Owner (UBO). This means that you will need to record the natural person who is the beneficial owner of the corporate entity that has a controlling interest in the Irish person.
What do I do if there are multiple shareholders with equal ownership?
In the case that there is no individual or corporate entity that identifies as a beneficial owner, you must register the names and details of the natural person or persons who holds the position of a senior managing official of the company, such as the CEO.
Who is obliged to file in Central Register?
The Regulations require all Irish incorporated companies and body corporates to obtain, hold and file information on their beneficial owners.
Companies listed on a regulated market or subject to disclosure requirements consistent with the law of the EU or subject to equivalent international standards which ensure transparency of ownership information are exempt.
Obligation to disclose to Designated Persons
If a company enters into certain occasional transactions, e.g. a transaction requiring customer due diligence to be applied by a Designated Person such as a credit institution, auditor, external accountant or legal advisor, the company must provide the Designated Person, on request, information identifying its beneficial owners.
Corporate Central Register of Beneficial Ownership
The Regulations provide that the Minister will appoint a registrar to be known as the Registrar of Beneficial Ownership of Companies and Industrial and Provident Societies (the ‘Registrar’). It is likely that the Registrar of Companies will be appointed in this role.
What details are held in the RBO?
- The name, date of birth, nationality and residential address of each beneficial owner.
- PPS number of each beneficial owner (to enable the beneficial owner’s identity to be cross-checked and validated, the Registrar shall not disclose this information).
- Details about the beneficial owner’s interest in the company. This includes the nature of the interest (Are you controlling shareholder?) and the extent of the interest (How much shareholding do you have?)
- Details about the beneficial owner’s association with the company, i.e. date you were appointed as a beneficial owner (and the date of cessation as beneficial owner, if you transfer some of your shares or someone is appointed more shares than you)
- Details of the presenter who is submitting the details on behalf of the company, i.e. name, contact details and their association with the company
Who can see the details of the beneficial owner?
The public will have access to the following information for each beneficial owner:-
- The month and year of birth
- Country of residence
- A statement of the nature and extent of the interest held, or the nature and extent of control exercised by the beneficial owner.
Competent Authorities such as An Garda Síochána, Financial Intelligence Units, the Revenue Commissioners and the Criminal Assets Bureau shall have access to all of the above information including the residential address of the beneficial owner and may exchange this information with other EU Competent Authorities.
How do I report to the RBO?
The RBO will be open to accepting online filings through the RBO website www.rbo.gov.ie.
The Central Register shall come into operation three months after the introduction of the Regulations (22 June 2019). A company in existence prior to the June 2019 commencement date will have five months to file the beneficial ownership information with the Central Register. The initial filing deadline for existing companies is 22 November 2019. Thereafter, the company will have to report changes in beneficial ownership details to the Central Register when they occur.
A company incorporated after 22 June 2019 will have five months from the date of incorporation to make its first filing of beneficial ownership information.
You can file this yourself or arrange for a professional to take care of it for you. Everything is done online, and it is free to use this service.
Are there consequences for not filing the RBO?
Failure to comply with this obligation before 22nd November 2019 will be considered a criminal offence and this can result in the imposition of a fine or even conviction.
A company or beneficial owner that fails to comply with the Regulations shall be liable on summary conviction to a Class A fine or conviction on indictment to a fine up to €500,000.
Offences under the Regulations may be brought and prosecuted by the Director of Public Prosecutions or the Registrar. The Registrar, at his or her discretion, may refer a case to the Director of Public Prosecutions where the case is one in relation to which the Registrar has reasonable grounds for believing that an indictable offence under the Regulations has been committed.
Obligations to report discrepancies to Registrar
If Designated Persons or Competent Authorities determine that there is a discrepancy between the information provided to them and the information filed on the Central Register they are obliged to report the discrepancy to the Registrar who may serve a notice requesting clarification.
How Solve can help
The RBO opened on 29th July 2019 and you can now make a submission on www.rbo.gov.ie.
The deadline for making this submission is Friday 22nd November 2019.
If you would like us to make the filing on your behalf, we would be happy to assist and help you identify who the beneficial owners are in your company. If you would like our assistance to file your beneficial owners to the RBO, our fee for this is €149+VAT.