Under the 4th Anti-Money Laundering Directive issued by the EU, Member States must implement a Central Register of Beneficial Owners information of the companies operating in their jurisdictions.
On the 22nd of March this was incorporated into Irish Legislation through the implementation of a Statutory Instrument (No. 110 of 2019) signed by the Minister of Finance.
This requires companies and other legal entities in Ireland to gather and maintain adequate, accurate and current information on their Beneficial Owners in their own internal register of beneficial owners.
A “beneficial owner” refers to the natural person(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 company. Any person who holds 25% or more of the company’s shares (whether directly or indirectly) is a beneficial owner.
On the 29th of April a website will be launched by the Register of Beneficial Owners (RBO) which will provide further information.
In accordance with the Statutory Instrument, the RBO will begin to accept filings through an online portal from the 22 June 2019. Once the system goes live companies will have a 5-month grace period to submit their beneficial owner’s details with the register without being in breach of their statutory duty to file. 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 beneficial owners.
The 22nd of November is the deadline for companies formed before June 2019 to submit their details. Failure to comply with the statutory requirement within the grace period can result in the company being fined and prosecuted. Companies formed after June 2019 must file within 5 months of incorporation.
The deadline for all Central Registers for Beneficial owners across EU Member states to be interconnected is the 10th March 2021.
What information is required for filing a register of beneficial owners?
The following information in relation to beneficial owners will be required to be disclosed as part of the filing:
- Full name
- Date of birth
- Residential address
- PPS number/social security number/passport number
- A statement of the nature and extent of the interest held by the beneficial owner
- The date on which each natural person was entered in the company's own register as a beneficial owner
- 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.
Who has access to the Register of Beneficial Owners?
Under the AML5D (5th Anti-Money Laundering Directive), the Companies Registration Office will make low-level access of the Central Register data available to the public. The following information will be publicly accessible:
- Extent of beneficial ownership
- Country of residence
- Part of date of birth (month and year)
High-level access will be granted to specified authorities 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.
In the coming weeks the office of the Register of Beneficial Owners will start contacting each company and Industrial & Provident Societies (I&P) about their filing obligations. In the mean time companies should prepare their internal Registers of Beneficial Owners in anticipation of filing with the RBO from the 22nd of June.
How can RSM Ireland help?
At RSM Ireland we can assist you in identifying and documenting (for disclosure) any relevant beneficial owners that have holdings in your company.
If you wish to discuss further, please get in touch with your usual RSM Ireland contact