On 22 March 2019, the Department of Finance announced new legislation to set up a Central Register of Beneficial Ownership (RBO) in Ireland.
This new legislation stems from the European Union and the 4th Anti-Money Laundering Directive. Under this EU directive, Member States are obliged to implement a Central Register of Beneficial Owners of the companies operating in their jurisdictions.
This information will include the name, nationality and month and year of birth, country of residence and extent of beneficial ownership.
The Central Register of Beneficial Owners applies to all new and existing companies that have been registered under The Companies Act 2014. All companies are obliged to create and maintain their own internal register along with the RBO.
A branch is not an entity incorporated in Ireland. So, 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” includes the case of indirect ownership. So, for example, if the beneficial owner is a corporate entity, there is a legal requirement to file and disclose details of the Ultimate Beneficial Owner (UBO). This means you will need to record the natural person who is the beneficial owner of the corporate entity that 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 name, date of birth, personal public service number (PPSN), nationality, 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, are you controlling shareholder?) and the extent of the interest (how much shareholding you have)
- Details about the beneficial owner’s association with the company, i.e. date you were appointed as a beneficial owner (and date of cessation as beneficial owner, if you transfer some of your shares or someone is appointed more shares than you)
- 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; firstly is restricted access. The public will be able to view certain information such as name, nationality and month and year of birth, country of residence and extent of beneficial ownership. Secondly is unrestricted access and law enforcement agencies such as Revenue Commissioners, Garda Síochána and ODCE can view all details. Also, 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 will be open to accepting online filings through the RBO website www.rbo.gov.ie from 22/06/2019 and there is a 5-month window whereby you can arrange to file. The deadline for the filing of the beneficial owner is 22/11/2019.
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 before 22nd November 2019 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 this Beneficial Owner resulting in this submission being 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?
The RBO opens on 29th July 2019 and you can make a submission on www.rbo.gov.ie.
The deadline for making this submission is Friday 22nd November 2019.
At Accountant Online, we can help you identify who the beneficial owners are in your company. If you would like our assistance to file your beneficial owners to the RBO, our fee for this is €149+VAT.
Get in touch with us for advice and guidance on this new requirement.