How to file details of Beneficial Owners in the absence of a PPS Number – Introducing the Form BEN2

Andrew Lambe, 13th August 2019 (Updated 24th September 2019)

The Central Register of Beneficial Ownership in Ireland (RBO) online portal has finally been established and is now accepting filings. All Irish companies must file before 22^nd November 2019 to avoid penalties.

To ensure the register is accurate, a PPS number needs to be provided to verify the owner’s identity as it is registered with the Department of Employment Affairs and Social Protection. In the event that a beneficial owner has not been registered with an Irish PPS Number, they have will either need to obtain a PPS Number or complete a Form BEN2 when registering their beneficial owners with the RBO online portal.

Does a Beneficial Owner need a PPS Number?

While not everyone is required to obtain a PPS number, the following situations would require an Irish company director or shareholder to have a PPS number.

• Any company directors who own more than 15% of the shares in an Irish company are required to obtain an Irish PPS number.
• Shareholders who will receive dividends from an Irish registered company may be required to obtain a PPS number, however, they are not subject to Irish income tax on Irish dividend income if the recipient is:
  • Not Irish resident and
  • Not Irish ordinarily resident and
  • Resident in an EU Member State or a country with which Ireland has a Double Tax Agreement and
  • The dividend income is not property dividend income which means dividend income paid by a REIT or the principal company of a group REIT,

These individuals will need to make an application with the Department of Employment Affairs and Social Protection to obtain an Irish PPS Number. However, there is a large backlog of applications and this process is expected to take several months.

What is a Form BEN2?

The Registrar has confirmed that the Form BEN2 can be used as a method of identification when a beneficial owner does not have an Irish PPS Number. The Form BEN2 is a Declaration of Identity that contains the name, date of birth, nationality and address of a beneficial owner or senior management official of an Irish company. The BEN2 must be verified, witnessed and signed in front of a Notary Public. If the declaration is done in Ireland, then a Commissioner for Oaths is also acceptable. By completing and uploading a BEN2 form, an ‘RBO transaction number’ will be assigned to the beneficial owner to use in the absence of a PPS number. The statutory declaration and Notary authentication must be made on the actual BEN2 form and no exceptions are permitted. A notary can be given a translated version of the BEN2 for their records if necessary.

Please note: A Form BEN2 should not be used when a beneficial owner has a PPS number assigned to them. Therefore, all beneficial owners with a PPS number should file their assigned PPS number with the RBO portal.

Conclusion – So what do I do next?

If a beneficial owner holds shares in the company and will be taking dividends, they need to register for a PPS number. If a beneficial owner does not require a PPS number, they will need to complete a Form BEN2 to obtain an RBO transaction number to be used on the Central register in the absence of a PPS number. Under the 4th AML Directive, it is now compulsory for all Irish companies (except listed companies) to file their beneficial ownership information before the deadline on 22^nd November 2019. Any newly formed Irish companies will be given a 5-month grace period from the date of incorporation to file their beneficial ownership information with the RBO online portal.

As your trusted corporate service provider, Company Bureau is happy to assist, we can file your return with the Central Register of Beneficial Ownership in advance of the deadline. We can produce a company’s Internal Register of Beneficial Owners (if needed), which is a separate legal requirement under the 4th AML Directive since November 2016. Please contact our office on +353 1 6461625 or e-mail cosec@companybureau.ie.

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.