Who needs to update their information on the Register of Beneficial Ownership?
If you own or control more than 25% of the shares/voting rights/ownership interest in a company or have control via other means you need to include this information on the Central Register of Beneficial Ownership (RBO).
This legislation stems from the European Union and the 4th Anti-Money Laundering Directive. Under this directive, Member States are obliged to implement a Central Register of Beneficial Owners of the companies operating in their jurisdictions.
This information includes the name, nationality, month and year of birth and country of residence of the beneficial owners, and the extent of their beneficial ownership.
The Central Register of Beneficial Owners applies to all new and existing companies registered under The Companies Act 2014. These companies are obliged to create and maintain an internal register with the RBO and share details of beneficial ownership within five months of incorporation. Failure to do so is an offence of the regulations, which may result in prosecution.
A branch is not an entity incorporated in Ireland. Therefore, branches do not have to file beneficial ownership details with the RBO. Any external branches in Ireland will have beneficial ownership obligations in their county of incorporation.
What is beneficial ownership?
Beneficial ownership refers to the natural person(s) who ultimately owns or controls more than 25% of the shares/voting rights/ownership interest in a company or through control via other means.
“Other means” include the case of indirect ownership. For example, if the beneficial owner is a corporate entity, there is a legal requirement to file and disclose details of an Ultimate Beneficial Owner (UBO). You will need to record the natural person who is the beneficial owner of the corporate entity. This is someone who has a controlling interest in the Irish company.
What happens if there are multiple shareholders with equal ownership?
If there is no individual or corporate entity that identifies as a beneficial owner, you must register the names and details of the natural person(s) who holds the position of a senior managing official of the company, such as the CEO.
What details are held in the RBO?
- Personal details such as the name, date of birth, Personal Public Service Number (PPSN), nationality and residential address of the beneficial owner
- Details about the beneficial owner’s interest in the company, i.e. the nature of the interest (for example, whether they are a controlling shareholder) and the extent of the interest (how many shares they have)
- Details about the beneficial owner’s association with the company, i.e. the date they were appointed as a beneficial owner (and date of cessation as beneficial owner, if they transfer some of their shares or someone is appointed more shares than them)
- Details of the presenter who is submitting the details on behalf of the company, i.e. name, contact details, and their association with the company
Who can see the details of the beneficial owner?
There are two types of access:
Restricted access: The public will be able to view certain information such as the name, nationality, month and year of birth and country of residence of the beneficial owner, and the extent of their beneficial ownership.
Unrestricted access: Law enforcement agencies such as Revenue Commissioners, Garda Síochána and ODCE can view all details. Agencies that engage with anti-money laundering activities, such as accountants, lawyers, and banks will also have unrestricted access.
How do I report to the RBO?
The RBO is accepting online filings through the RBO website www.rbo.gov.ie now.
You can file this yourself or arrange for a professional to take care of it for you.
Everything is done online, and it is free to use this service.
Are there consequences for not filing the RBO?
Failure to comply with this obligation will be considered a criminal offence and this can result in the imposition of a fine or even conviction.
If any beneficial owner or presenter knowingly provides incorrect details, they will also face prosecution.
If incorrect information is provided by mistake, the RBO will be unable to validate the beneficial owner and their submission will be rejected. In this case, the RBO will contact the beneficial owner directly via written correspondence. Due to Data Protection Legislation, the RBO cannot contact the presenter regarding the beneficial owner’s details.
What should you do next?
At Accountant Online, we can help you identify who the beneficial owners are in your company and file on your behalf to the RBO.
If you want to prepare and file your own submission you can do so at www.rbo.gov.ie.
Rachel is a certified company secretary from The Law Society College Dublin and currently leads the Company Secretarial Team at Accountant Online. Areas of expertise include Company Formation in Ireland and the UK, Company Secretarial procedures and regulations, and the Companies Act 2014 relating to small business and company directors.