The European Union (Anti-Money Laundering: Beneficial Ownership of Corporate Entities) Regulations 2019 came into force on 22 March 2019.
As a result, Irish companies are required to register their beneficial owners on the Register of Beneficial Ownership (RBO) which is managed by the Companies Registration Office. See https://rbo.gov.ie/.
Do these Regulations apply to my company?
Yes. The Regulations apply to any company incorporated in the State (unless your company is listed on a regulated market that is subject to disclosure requirements consistent with EU law or subject to equivalent international standards which ensure adequate transparency of ownership information).
What’s a Beneficial Owner?
A Beneficial Owner is defined as the natural person(s) who ultimately owns or controls a legal entity.
- 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 may, inter alia, include the criteria of control through a shareholders’ agreement, through the exercise of dominant influence, or through the power to appoint senior management.
ALL THE DIRECTORS OF THE COMPANY.
Ultimately, it is a natural person(s) who must be identified and entered on the “Register of Beneficial Ownership” as the beneficial owner(s) of the company/society. The name of another company/society cannot be entered on the RBO.
What do I have to do?
- Set up and maintain a “Register of Beneficial Ownership” or “RBO” for your company, and
- File the details of the beneficial owners of the company in the RBO. This will be maintained by the Companies Registration Office.
The CRO already has my company shareholder details, so… I’m okay?
No. The RBO is a standalone Register which is being established under anti-money laundering legislation, not company law, and is in addition to the existing statutory registers maintained by the Companies Registration Office.
What if I don’t register?
Failure to register could see the company being liable to a fine of up to €5,000 or, on indictment, to a fine not exceeding €500,000.
Okay, I think I’d better register! What details do I need?
- Name, date of birth, nationality and residential address of each beneficial owner
- A statement of the nature of the interest held or the nature of control exercised by a beneficial owner, dates of entry/cessation of beneficial ownership.
- The PPS number (where applicable) of each beneficial owner.
What’s the deadline?
The Companies Registration Office will accept online filings from 29 July 2019 onwards, and companies must file their beneficial owner details by 22 November 2019.
If you have any questions, don’t hesitate to contact us at firstname.lastname@example.org