The New Central Register of Beneficial Ownership – How does it work?

By Andrew Lambe, 30th May 2018 (Updated 9th August 2019)

After a short delay, the Central Register of Beneficial Ownership (RBO) online portal is now open and began accepting filings on 29^th July 2019. All existing Irish companies are required to file information on their beneficial owners before the deadline on 22^nd November 2019. The launch of the system was delayed a few times 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 transposed the Fourth Anti-Money Laundering (AML) Directive into Irish law, the AML Legislation brings new implications for levels of access to the Central RBO data.

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 Central RBO (Register of Beneficial Owners). Now that the system is live, any new companies will have a 5-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 prosecuted and fined up to €500,000. 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, and anyone with more than 25% must file. 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
• Nationality
• Residential address
• PPS number Learn more
• A statement of the nature and extent of the interest held by the beneficial owner

Who has access to the Central Register of Beneficial Ownership?

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:

• Name
• Extent of beneficial ownership
• Nationality
• 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 cosec@companybureau.ie.