On 22nd March last a Statutory Instrument establishing the long awaited Central Register of Beneficial Ownership of Companies and Industrial and Provident Societies (‘RBO’) was signed into law.
This new legal requirement was brought in by the 4th Anti-Money Laundering Directive (4AMLD) which all EU Member States are required to implement into their national law.
The Companies Registration Office (CRO) has been appointed as the statutory body in Ireland responsible for the establishment and maintenance of the RBO. All Irish companies can expect to receive correspondence from the office of the RBO in the coming weeks.
On 29th April 2019 a website will be launched to provide full information about the RBO.
On 22nd June 2019 the on-line portal for uploading the required information to the RBO will go live. All companies will then be allowed 5 months, during which they must upload details of their Beneficial Owners. The deadline date for compliance, therefore, will be 22nd November 2019.
Once the company makes the filing, it will only need to file again if or when there is a material change in the composition of the company’s beneficial ownership.
A “Beneficial Owner” is defined as a natural person 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 company. Any person who holds 25% or more of the company’s shares (whether directly or indirectly) is a beneficial owner. In the case of indirect ownership (e.g. a trust structure or corporate entity as shareholder), there is still a legal requirement to file and disclose details of the ultimate beneficial owner.
The following information will be required to be disclosed on the RBO:
- Full name
- Date of birth
- Nationality
- Residential address
- PPS number
- A statement of the nature and extent of the interest held by the beneficial owner
A competent authority with a ‘legitimate interest’ will have full access to the RBO. This will include the Revenue Commissioners, law enforcement agencies (i.e. An Garda Síochána), the Criminal Assets Bureau or an inspector appointed under section 764(1) of the Companies Act 2014.
There will be restricted access to the information contained in the RBO by the general public.
A company that fails to comply with this regulation commits an offence and shall be liable on summary conviction to a class A fine (maximum €5,000), or on conviction on indictment to a fine not exceeding €500,000.
If you would like McInerney Saunders to assist you in uploading the relevant information to the RBO, please don’t hesitate to contact us.
If you have any questions in relation to the above process, please contact Donagh Waters at McInerney Saunders – dwaters@mcinerneysaunders.ie and 01 8404029.