By Andrew Lambe, 30th May 2018 (Updated 16th August 2018)
The Department of Finance and CRO have advised us that the new systems and business processes for the Central Register of Beneficial Ownership (RBO) have been established. However, due to the Fifth Anti-Money Laundering Directive coming into force new implications for levels of access must be considered. It is expected that a significant level of web development will be needed to achieve this function. At this time it appears that the central register will not be live for at least another 6 months (Q1 2019).
Irish companies have a statutory requirement to file their beneficial owner’s details with the newly-established Central Register of Beneficial Ownership (CRBO). This new legal requirement was brought in by the 4th Anti-Money Laundering Directive (4AMLD) which required all EU Member States to implement into national law. The Companies Registration Office (CRO) has been appointed as the statutory body responsible for the establishment and maintenance of the CRBO. There is a grace period of 6 months for companies to make this filing. Failure to file within this 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 shareholder), there is still a legal requirement to file and disclose details of the ultimate beneficial owner (UBO).
Who has access to this register of beneficial owners?
Under the AML5D, the Central Register data will be available to the public at low-level access. 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.
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
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.