By Andrew Lambe, 30th May 2018 (Updated 13th December 2018)
The Department of Finance and CRO have advised us that the new systems and business processes for the Central Register of Beneficial Ownership (CRBO) have been established, however, the system is not yet live. The launch of the system has been delayed a few times already because of the Fifth Anti-Money Laundering (AML) Directive and issues around the implications of GDPR.
On 18th November 2018, the Anti Money Laundering and Terrorist Financing (Criminal Justice) Act 2018 was signed by President Michael D. Higgins and commenced into law eight days later by Minister Charlie Flanagan. This will transpose the Fourth Anti-Money Laundering (AML) Directive into Irish law. The AML Legislation will bring new implications for levels of access to the CRBO data and it is expected that a significant level of web development is still needed to achieve this function. The CRBO system is expected to go live in Q2 2019.
Under the 4th Anti-Money Laundering Directive (4AMLD) all EU Member States need to implement a central register to hold beneficial ownership information. In Ireland, the Companies Registration Office (CRO) has been appointed as the statutory body responsible for the establishment and maintenance of the newly-established CRBO (Central Register of Beneficial Owners). Once the system goes live companies will have a 6-month grace period to file their beneficial owner’s details with the register. Failure to comply with the statutory requirement within the grace period can result in the company being fined and prosecuted. Once the company makes the filing, it will only need to file again if or when there is a material change in the composition of the beneficial owner/s.
What is a beneficial owner?
A “beneficial owner” refers to the natural person(s) who ultimately owns or controls a legal entity through direct or indirect ownership of a sufficient percentage of the shares or voting rights or ownership interest in that company. Any person who holds 25% or more of the company’s shares (whether directly or indirectly) is a beneficial owner. In the case of indirect ownership (e.g. a trust structure or corporate entity as a shareholder), there is still a legal requirement to file and disclose details of the ultimate beneficial owner (UBO).
What information needs to be disclosed?
The following information will be required to be disclosed as part of the filing:
- Full name
- Date of birth
- Residential address
- PPS number/social security number/passport number
- A statement of the nature and extent of the interest held by the beneficial owner
Who has access to this register of beneficial owners?
Under the AML5D, the CRO will make low-level access of the Central Register data available to the public. The following information will be publicly accessible:
- Extent of beneficial ownership
- Country of residence
- Part of date of birth (month and year)
High-level access will be granted to competent authorities with a ‘legitimate interest’ including the Revenue Commissioners, law enforcement agencies (i.e. In Ireland the Financial Intelligence Unit of the Gardaí), banks including the Central Bank, credit institutions and Accountants or Lawyers undertaking customer due diligence requirements.
Since 15th November 2016, Irish companies have already had a requirement to hold an internal register of beneficial owners. Please see our previous post for more information: Internal Register of Beneficial Owners
Company Bureau strongly advises that your company take steps to comply with this statutory obligation. We recommend making the filing with the Central Register of Beneficial Ownership well in advance of the busy Autumn period for tax and CRO filings. As your trusted corporate service provider, we can file your return with the CRBO for a discounted rate of €150+VAT.
For more information, please do not hesitate to contact our Company Secretarial Team on 01 6461625 or email firstname.lastname@example.org.