Important Updates to the Register of Beneficial Ownership

A beneficial owner is defined as the individual(s) who ultimately owns or controls the entity through holding either directly or indirectly a sufficient percentage of the shares or voting rights or ownership interest in the entity. A shareholding of greater than 25% or an ownership interest of more than 25% is an indication of direct ownership. If the company either cannot identify an individual who is a beneficial owner, or identifies an individual who may be a beneficial owner, but cannot be certain of this, the company must instead list its “senior managing officials” (i.e. its directors and CEO) in its register as being its beneficial owners. It must also keep a record of the steps that it took to identify its beneficial owners.

The below information is required of the beneficial owner:

The forename and surname
Date of birth
Nationality
Residential address
The statement of the nature of the interest held by each beneficial owner
The extent of the interest held by each beneficial owner
The date on which each natural person was entered in the company’s register as a beneficial owner
The Personal Public Service (“PPS”) number

Please note the registrar shall not disclose the PPS number and only a "hashed" version of the number provided shall be stored by the registrar.

Statutory Instrument 110 part 3 of 2019 relates to the establishment of the central register. The Register of Beneficial Ownership will be launched on the 29^th of April 2019 and will come into operation on 22^nd June 2019. A company will be given five months, i.e. 22^nd November 2019, to file their registered data without being in breach of their statutory duty to file. Companies incorporated after 22^nd November 2019 will be given five months from incorporation to deliver the relevant information for the registrar.

The information required to be recorded in the central register should reflect the current status of the information contained in the internal beneficial ownership register at the date on which the filing is delivered. The name of the person or presenter uploading the register on behalf of the company will also be required. Any changes to the register must be reflected on the register within 14 days of the change. This follows up obligation is imposed by the relevant entity.

A relevant entity that fails to maintain an internal beneficial ownership register commits an offence and shall be liable on summary conviction, to a class A fine which is currently €5,000 or on conviction on indictment, to a fine not exceeding €500,000. The presenter of the register that fails to comply with the requirements commits an offence and shall be liable on summary conviction, to a class A fine. A person claiming to comply with the register but knowing the information contained is false and or is being reckless commits an offence and shall be liable either (1) on summary conviction, to a class A fine or imprisonment for a term not exceeding 12 months or both, or (1) on conviction on indictment, to a fine not exceeding €500,000 or imprisonment for a term not exceeding 12 months or both.

A number of state bodies are entitled to access the central register. This includes but is not limited to the Garda Síochána, the Financial Intelligence Unit Ireland, the Revenue Commissioners and the Criminal Asset Bureau. A designated person or member of the public may also inspect the information on the central register. This person has the right to access a limited amount of information. This is to include:

the name, the month and year of birth and the country of residence and nationality of each beneficial owner of it; and
a statement of the nature and extent of the interest held, or the nature and extent of control exercised, by each such beneficial owner.

The Central Register of Beneficial Ownership (RBO) provides a very informative FAQs page at this link https://rbo.gov.ie/faqs.html

If you would like to discuss the impact that these regulations have on your company or require assistance in preparing and filing the register of beneficial ownership please contact us below: