With the New Central Register of Beneficial Ownership system going live today, Monday 29th July 2019, we’ve outlined below some of the key points that you need to know.
What is the register of beneficial ownership and how did it come about?
The Register of Beneficial Ownership (RBO) is the central repository of information held by companies in their own internal registries in respect of the natural persons who are their beneficial owners/controllers.
On the 15th November 2016, the European Union (Anti-Money Laundering: Beneficial Ownership of Corporate Entities) Regulations 2016 (the “Regulations”) were published by the Department of Finance. These Regulations derive from the EU’s Fourth Anti-Money Laundering Directive (AMLD4).
Article 30(1) of the EU’s AMLD4 requires all EU Member States put into national law, provisions requiring corporate and legal entities to obtain and hold adequate, accurate and current information on their beneficial owner(s) in their own internal beneficial ownership register.
What is the purpose of the Central Register of Beneficial Ownership?
The purpose of the Central Register of Beneficial Ownership of Companies and Industrial and Provident Societies (RBO) is to improve corporate trust and transparency in Ireland and the EU by making it clear to law enforcement agencies, regulators, obliged entities, other businesses and the public about who ultimately owns and controls Irish companies and industrial and provident societies (I&PS).
The aim of the Directives is to deter money laundering and terrorist financing and to help sanction those who hide their ownership or control of Irish companies/societies for the purpose of facilitating illegal activities.
What is a beneficial owner?
A “beneficial owner” is a natural person who directly or indirectly owns or controls over 25% of the share capital or the voting rights or control by any other means. Any person who holds 25% or more of the company’s shares (whether directly or indirectly) is a beneficial owner.
What information needs to be disclosed?
The information that is required to be filed with the RBO in respect of each beneficial owner (who must be a natural person) is as follows:
- Forename & Surname
- Date of birth
- Personal Public Service Number (PPSN)
- Nationality
- Residential address
- A statement of the nature of the interest held by each beneficial owner (e.g. controlling shareholder)
- A statement of the extent of the interest held by each beneficial owner (e.g. controller of 26% of shares in company)
- The date on which each natural person was entered in the company’s own register as a beneficial owner
- The date of cessation as beneficial owner;
- If, having exhausted all possible means, no natural persons are identified as beneficial owners, there shall be entered in the register the names and details of the natural person(s) who hold the position(s) of senior managing official(s) of the company/I&P. Relevant entities shall keep records of the actions taken to identify their beneficial owners (Regulation 5(5) of S1 110/2019).
- Details of the presenter making the entry in the RBO on behalf of the company, i.e. name, contact details and capacity in which they are filing.
Central Register of Beneficial Ownership (RBO) Website
In Ireland, the Companies Registration Office (CRO) has been appointed as the statutory body responsible for the establishment and maintenance of the newly-established CRBO (Central Register of Beneficial Owners) with effect from 29th July 2019 and according the RBO is now open to accept filings from the 29th July 2019.
The new website for the Registry of Beneficial Ownership has now launched: https://rbo.gov.ie/.
Filing of beneficial ownership
Filing of beneficial ownership data can only be made on-line through a portal on the RBO website at www.rbo.gov.ie. There are no paper forms and no filing fees involved. Companies and societies will have until Friday 22 November to file their data with the RBO without being in breach of their statutory duty to file
Is this instead of the company/society maintaining its own beneficial ownership register?
No, the company/society is required to maintain its own internal register of Beneficial Owners as required by Part 2 of Statutory Instrument 110/2019.
Any changes to the company/society’s own list of beneficial owners must be notified to the central Registrar of Beneficial Ownership (RBO) within 14 days of the change. Regulation 23(1) of SI 110/2019 defines this as the relevant entities’ ‘follow up obligation’.
Who is responsible for filing the company/society’s data with the RBO?
It is the legal responsibility of a company/society’s officers (director(s) and company/society secretary) to obtain and confirm beneficial ownership information, to keep the company/society’s own beneficial ownership register current and accurate and to deliver the required beneficial ownership information to the Registrar of Beneficial Ownership within the prescribed time frames.
Failure to comply with these requirements is a breach of statutory duties and a criminal offence which is subject to sanction.
Who has access to data in the RBO?
Regulations 24 and 25 of SI 110/ 2019 provides for two types of access to beneficial ownership in the central register – “unrestricted access” and “restricted access”.
Consequently, there will be two tiers of access to data in the RBO.
- Tier One: unrestricted access to RBO data will be provided to authorized officers, such as the Revenue Commissioners, An Garda Síochána, Criminal Assets Bureau, Central Bank and the Property Services Regulatory Authority.
- Tier Two: Restricted access to RBO data will be made available to the general public, and designated persons required by Part 4 of the 2010 Criminal Justice (Money Laundering and Terrorist Financing) Act to conduct customer due diligence tests (e.g. financial institutions, accountants, auditors, tax advisers, legal professionals and dealers in expensive goods such as houses, cars, jewellery, etc.)
More information on the Register of Beneficial Ownership can be found under the FAQ’s section of the official website at https://rbo.gov.ie/faqs.html
Alternatively, feel free to drop us an email query to info@mccarraconnolly.ie