Beneficial Ownership Details of Irish Companies to be Filed in June

The Central Register of Beneficial Ownership (RBO) will come into force in June 2019, and represents a new legal requirement that Small Business owners need to be aware of. This new register will hold detailed information of all beneficial owners with a 25% or more stake in a private company, trust, industrial and provident society or other applicable entity. Under the EU Fourth Anti-Money Laundering Directive (4AMLD) article 30(1), Ireland and all other EU Member States have implemented a legal requirement for corporate and legal entities to obtain and hold accurate information on their beneficial owner(s) in their own internal beneficial ownership register. Article 30(3) of the directive requires that this information also be filed with a central register in each Member State.

The Irish legislation has appointed the Registrar of Companies to hold and maintain the beneficial ownership information. The Registrar has launched an online portal that will begin accepting filings from 22nd June 2019. Corporate, Provident Societies and legal entities will have a five-month transitionary period to file, if adequate information has not been provided by 22nd November 2019 it will be considered a breach of statutory duty. Authorities may issue fines of up to €500,000 as well as custodial sentencing of up to 12 months for non-compliance or providing false information.

What information needs to be disclosed?

The following information is required to be filed with the RBO with respect to the company and each beneficial owner. A beneficial owner is defined as the individual(s) who ultimately owns or controls a legal entity through direct or indirect ownership of a sufficient percentage of the shares or voting rights or ownership interest in that entity (must be a natural person). If no natural persons can be identified as the beneficial owner, the register must contain the names and details of the natural person(s) who hold the position(s) of a senior managing official(s) of the company/I&P. Records must be kept of the actions taken to identify beneficial owners as per Regulation 5(5) of S1 110/2019.

• Company name & number
• Full name of beneficial owner/s
• Date of birth
• Nationality
• Residential address
• PPS number/social security number/passport number
• A statement of the nature and extent of the interest held by the beneficial owner

It is important that the forename & surname of the owners match their legally registered name as listed on their PPS number or the entry may be rejected by the Registrar. Additionally, information about the presenter who makes the entry on behalf of the company and how to contact them must be included.

Who has access to the Register of Beneficial Ownership?

In compliance with anti-money laundering regulations, the Registrar will allow low-level access to the public. The following Central Register data will be publicly accessible:

• Full Name
• Part of date of birth (month and year)
• Nationality
• Country of residence
• Extent of beneficial ownership

The Registrar will give high-level access to competent authorities with a ‘legitimate interest’ including the Revenue Commissioners, law enforcement agencies (i.e. in Ireland the Financial Intelligence Unit of the Gardaí), banks including the Central Bank, credit institutions and Accountants or Lawyers undertaking customer due diligence requirements.

Be advised that corporate and legal entities are already legally required to maintain their own internal beneficial ownership register to hold current and accurate information of their beneficial owner(s). If you have not already done so, we strongly advise that you create and maintain a beneficial owners’ register to comply with this legislation. Having an internal register will also ensure you are equipped to file the required information with the central RBO when it becomes live at the end of June.

For more information, or for professional assistance in making the beneficial ownership filing, please contact Register a Company in Ireland on +353 16874519 or complete our contact form. We can file your return with the Central Register of Beneficial Ownership to ensure your company is fully compliant in advance of the deadline.