Irish Region

Reminder to Companies and Industrial & Provident Societies to file beneficial ownership information with the Central Register of Beneficial Ownership

In light of recent reminders issued to companies by the Central Register of Beneficial Ownership of Companies and Industrial & Provident Societies (the “RBO”) in relation to the non-filing of beneficial ownership details, Company Secretaries should be aware of the importance of submitting beneficial ownership details to the RBO in a timely manner where required to do so, and the potential implications of failing to make such filings.

As required under the European Union (Anti-Money Laundering: Beneficial Ownership of Corporate Entities) Regulations 2019, all companies/societies in existence on 22 June 2019 were required to file their beneficial ownership details with the RBO by 22 November 2019.

Companies/societies incorporated after this date, and on an on-going basis, are required to file beneficial ownership details within 5 months of registration.

A company/society which fails to deliver its beneficial ownership details to the RBO before the required deadline, commits an offence and shall be liable:

1. on summary conviction, to a Class A fine (of up to €5,000), or
2. on conviction on indictment, to a fine not exceeding €500,000.

Note that there is also a requirement on companies/societies to ensure that, once filed, such information remains current and up-to-date, and to promptly update the information filed with the RBO if and when necessary.

A beneficial owner in this context is defined as “any 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.”

The sufficient percentage referred to therein amounts to 25%+ of the company’s shares, ownership interest, or voting rights. The test for control is more subjective, and reflects many of the tests applied to holding/subsidiary corporate structures in considering if consolidated financial statements must be prepared.

Where no ultimate beneficial owner(s) can be identified, the details of the senior managing officials of the company shall be entered on the register. These are the directors of the company, and its’ chief executive officer (if such position is held in the company).

The following details are required in relation to each individual to be entered (as applicable):

• Surname
• Forename
• Date of Birth
• PPS Number  / RBO Number (individuals who do not hold a PPS number must apply for and obtain a Register of Beneficial Ownership Transaction Number)
• Nationality
• Residential Address:
• Country of Residence
• Statement of the nature & extent of interest held
• Statement of the nature & extent of control exercised
• Date of entry as beneficial owner
• Date of cessation as beneficial owner