The 4th Anti-Money Laundering Directive (4AMLD) requires all EU companies to file their beneficial ownership details with a Central Register of Beneficial Owners (CRBO). The EU Member States are implementing the requirements into their national laws and Irish companies will soon need to comply. The Department of Finance in Ireland has advised that the CRBO is still on track to be fully implemented and commenced into Irish law at some stage in 2018.
Who are the Beneficial Owners?
A “beneficial owner” is defined as the natural person(s) who ultimately owns or controls a corporate entity. This includes the company director(s) and any shareholders who hold 25% or more of the company’s shares. In a situation where there is indirect ownership i.e. a corporate entity owns 25% or more of the shares, the individual owner’s details of the entity must be disclosed.
What Information is Required?
From 15 November 2016 corporate and legal entities have been required to hold an internal register containing accurate and current information of their beneficial owners. Under Irish law, Statutory Instrument No 560 of 2016, section 4 the beneficial ownership details that a company must hold include:
- Full legal name, date of birth, nationality and residential addresses of each beneficial owner (the beneficial owner must be a natural person)
- A statement of the nature and extent of the interest held by each person
- The date each person was entered in the company’s own register
- The date each person ceased to be a beneficial owner
- In the case where no natural persons are identified, or there is any doubt that the persons identified are the beneficial owners, the names of the natural people holding the position of ‘senior managing official’ of the company need to be filed. A company must also keep records of the actions taken in order to identify beneficial ownership.
Who Maintains the Central Register and How can I update?
The Department of Finance has advised that the Companies Registration Office (CRO) will be legally responsible for the establishment and maintenance of the central register of beneficial ownership. The Department has also indicated that legal and technical work is in the advanced stages and an online portal will be launched for the filling of beneficial owners in 2018. Companies can file by entering the details of each beneficial owner to the online portal one at a time. Unfortunately, there is unlikely to be an option to submit paper forms for filing.
After the register has been launched there is expected to be a grace period for corporate and legal entities to file their beneficial owners without resulting in a breach of their duty to file. However, we strongly advise that your company take steps to comply with this statutory obligation.
Register a Company in Ireland can assist your company to stay ahead of the requirements. We can develop an internal register of beneficial owners for your company and update this information with the Registrar of Companies online portal. Please contact us for more information.