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Who needs to file with the Central Register of Beneficial Ownership of Trusts (CRBOT)?
By Sinéad Floody ACG, 26th November 2021
By now, all Trustees of relevant trust should have made their Central Register of Beneficial Ownership of Trusts (CRBOT) filings with Revenue. This requirement was implemented by the enactment of the Criminal Justice Act 2021 on 23rd April 2021, as a result of the 4th and 5th EU Anti-Money Laundering directives.
All trusts, with some exceptions, that were established before 23rd April 2021 had until 23rd October 2021 to make this filing and those that have not yet filed should do so without delay. Revenue has not stipulated how late filings will be treated, but it is always good practice to make statutory filings on time. Any trusts established after 23rd April 2021 have 6 months from their creation date to make their CRBOT filing with Revenue.
The following trusts are exempt from this requirement:
- Approved occupational pension schemes
- Approved retirement fund
- Approved Profit-sharing schemes or employee share ownership trusts
- Trusts for restricted shares
- The Haemophilia HIV Trust
- Unit trusts
The CRBOT return requires the full details of the trust such as the details of the trustee(s) and the beneficiary(ies), along with any other interested parties. The information required on each party are the usual particulars; name, address, date of birth etc. but this filing also requires a PPS number or in the absence of that, another form of identity.
What is a Trust?
A trust is a fiduciary arrangement between one or more parties, whereby one person (or a company) holds property in their name on behalf of another. The person holding the property in their name is the ‘trustee’ and the person who they are holding it for is known as the ‘beneficiary’. Trusts can take many forms under common law, but this blog will focus on the trust that arises out of the ownership of shares which is normally a straight-forward express trust.
When dealing with trusts, it is important to know that there are two types of ownership. The first type of ownership is ‘legal ownership’. Legal ownership means the property is in your name, but that is all. In the case of a trust, the trustee is the legal owner and in the cases of a company, the legal owner will be listed as the shareholder. The second type of ownership is the ‘beneficial owner’ who is the real owner and who can benefit from the property. In the case of a trust, the beneficiary is the beneficial owner and it is this person who Revenue and other authorities are interested in knowing.
How do I know if I am involved in a Trust?
The answer to this question is simple. Do you hold shares in a company on behalf of someone else, or does someone else hold shares on your behalf? If the answer to either of those questions is yes, then a trust exists. Please find some examples below;
Example 1: John has a limited company and holds 50% of the shares in his own name, for his own benefit. The other 50% of the shares are owned by his children, however, his children cannot legally hold those shares in their own names as they are under 18 years of age. So to get around this, John holds the children’s shares in his name on behalf of the children and will release those shares to the children when they reach 18. John cannot sell the shares he is holding for his children, he is merely guarding them until he can hand them over when the children reach legal age. John is in fact holding those shares in trust for his children and is legally required to disclose the trust to Revenue by way of a CRBOT filing.
Example 2: Jane owns shares in a limited company and does not want her name to appear on the CRO filings as she does not want her neighbour to know what companies she is involved with. To get around this, Jane pays for the services of a Trust or Company Service Provider (TSCP) to hold the shares on her behalf. The TCSP will be listed as the shareholder on all CRO filings, however, Jane must be listed on the RBO and CRBOT filings so Irish authorities can clearly see what companies Jane is involved in.
Who can access the CRBOT?
The CRBOT is accessible by competent authorities, designated persons and those with legitimate interest and request for access must be made to Revenue directly who will decide on the level of access, depending on the details of the request.
Do I need to make a CRBOT filing if I have already put the beneficial owner down in my RBO filing?
The CRBOT has been introduced as part of the EU’s goal to increase transparency and reduce money laundering and terrorist financing. This, along with the introduction of the Central Register of Beneficial Ownership in 2019, are useful tools for authorities and other interested parties to see who ultimately owns and controls a company. The CRBOT is a separate filing to the RBO and both must be filed in the case of a company where a trust exists.
If you have any questions regarding the information in the article or if you need assistance filing with the Central Register of Beneficial Ownership of Trusts, please don’t hesitate to contact us today. A member of the Company Secretarial team would be happy to assist you.
Disclaimer This article is for guidance purposes only. It does not constitute legal or professional advice. No liability is accepted by Company Bureau for any action taken or not taken in reliance on the information set out in this article. Professional or legal advice should be obtained before taking or refraining from any action as a result of this article. Any and all information is subject to change.
