Irish Companies must complete applications to the RBO by 22nd November 2019
The Companies Registration Office of Ireland has confirmed that the application for entry to the Central Register of Beneficial Ownership of Companies and Industrial and Provident Societies (RBO) will be available through the online portal at www.rbo.gov.ie/ as of the 22nd June 2019. Irish companies must to file their beneficial ownership information before the 22nd November 2019 in order to comply with the recently implemented 4th and 5th Anti Money Laundering and Counter Terrorist Financing Directives.The Regulations came into effect on the 22nd March 2019
The implementation of Central Register of Beneficial Ownership of Companies and Industrial and Provident Societies (RBO) is to create transparency for Irish registered companies by making it information publicly available about the true and ultimate owners of shareholdings in 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.
A Beneficial Owner is defined under the Directives as a natural person(s) who ultimately owns or controls a legal entity, either through direct or indirect ownership of a sufficient percentage of the shares or voting rights or ownership interest in the entity, including through bearer shareholdings, or through control via other means.
These criteria include:
- ownership (directly or indirectly) of more than 25% of the company/society’s shares,
- controlling (directly or indirectly) more than 25% of the company/society’s voting rights
- control via other means which is explained in Recital 13 of 4AMLD
“Control through other means may include the criteria of control used for the purpose of preparing consolidated financial statements, such as
- through a shareholders’ agreement,
- the exercise of dominant influence or
- the power to appoint senior management”.
In addition under the regulation If an entity is a subsidiary owned by one or more corporate entities, any natural person who holds or controls a shareholding of 25% plus one share, or an ownership interest of more than 25% in any of the parent corporate entities is a beneficial owner of the subsidiary. Similarly, if a parent company is itself owned by another corporate entity or entities, or similarly a Society is a member of another Society, any natural person who holds or controls a shareholding of 25% plus one share or an ownership interest of more than 25% in any of the “grand parent” entities is a beneficial owner of the subsidiary. There are other considerations which may result in person being deemed “beneficial owners”.
Ultimately, a natural person or persons must be identified and entered on the Register of Beneficial Ownerhsips as the beneficial owner(s) of the company/society. This is irrespective the extent of layers of ownership there may be in any company or society’s structure. The name of another company/society cannot be entered on the on the Register. It must be a natural person or persons.
Pursuant to Regulation 5(4) SI 110/2019, if following a comprehensive search, and assuming there are no grounds for suspicion, no natural person is identified as a beneficial owner, or if there is any doubt that the person(s) identified are the beneficial owner(s), a person(s) holding the position of senior managing official or officials is to be recorded on the Register as the beneficial owner.Relevant entities shall keep records of the actions taken to identify their beneficial owners (Regulation 5(5), SI 110/2019).
Companies exempt from having to register are covered by Article 3(6)(a)(i) of the 4th AMLD. These include a company listed on a regulated market that is subject to disclosure requirements consistent with Union law or subject to equivalent international standards which ensure adequate transparency of ownership information. In addition any company trading on an EEA regulated market, such as the Irish Stock exchange is exempt from registering and these companies are already subject to rules that require them to disclose their owners/controllers. note however that a company incorporated in Ireland which is a subsidiary of a listed company is still required to file details of its beneficial owners with the central register. Under Regulation 25(5) of SI 110/2019 details where the beneficial owner is a minor will not be available to the public. The beneficial ownership details of minors will be automatically withheld from public access until they reach the age of 18.
Finally If a beneficial owner knowingly or wilfully provides the company/society and/or their presenter with incorrect details such as the wrong PPSN, date of birth, name etc, s/he may face prosecution or other sanctions for providing false information.
For any queries relating to this or any other commercial matters please contact: