The Central Register of Beneficial Ownership introduces a new and separate filing obligation that all legal and corporate entities must comply with.
Filing was due to commence on June 22, 2019; however, it has been temporarily postponed. The deadline remains as November 22, 2019.
All corporate entities registered in Ireland will be required to file.
Commenting on the new filing obligation, Grainne Howard, Director of Corporate Governance and Compliance said:
“The establishment of the Central Register of Beneficial Ownership affects the vast majority of the Irish registered companies and is a completely separate filing to that of the Annual Return (B1). Action must be taken by all relevant companies to comply or risk the imposition of fines ranging from €5,000-€500,000.”
We have reviewed the details of this new directive and outlined the key facts companies need to know:
1. Companies must now register all Beneficial Owners externally
This legislation requires corporate and legal entities to hold ‘adequate, accurate and current’ information about their Beneficial Owners (“BO”) which are to be filed with the Central Register of Beneficial Ownership (“CRBO”) maintained with the CRO.
2. This is an EU-wide initiative
These changes are a result of the EU’s Fourth Anti-Money Laundering Directive and all EU Member States are required to acquire the same data. Eventually, all CRBO’s will be interconnected.
3. The definition of ‘BO’
Direct Ownership: A shareholding of 25% plus one share or ownership in the relevant entity.
Indirect Ownership: A shareholding of 25% plus one share in the relevant entity held by a corporate entity, ultimately controlled by an individual.
The BO must be a natural person.
4. The required BO data
The filing requires comprehensive data on each BO. This includes date of birth, residential address, nature and extent of interest held, and the date at which an individual became or ceased being a BO.
5. The regulations are applicable to everyone
All Irish companies and corporate bodies are obligated to comply with these regulations.
The only companies that are exempt are those subject to disclosure requirements, consistent with EU laws or equivalent national standards – for example, companies listed on the stock market.
6. Where the BO is known
The company is responsible for notifying the BO and requesting necessary information. The respondent has one month to reply.
7. Where the BO is not known
If “all possible means” have been exhausted, the Senior Managers are to be entered.
8. Penalties for not filing
Fines of up to €5,000 on summary conviction and €500,000 on indictment can be incurred.
9. The filings can only be submitted online
Filings cannot be submitted by post, email or in person – only exclusively through an online portal.
10. This is not a once off filing
Companies must maintain an internal RBO, with any changes being filed with the CRBO within 14 days.
11. Access to the CRBO
The public will have restricted access, with unrestricted access being given to members of Garda Síochána, the Revenue Commissioners, the Criminal Assets Bureau, the Office of the Director of Corporate Enforcement or a competent authority engaged in AML prevention, detection or investigation.
If you would like further information or assistance with filing, please contact Gráinne Howard or Jocelyn McCullagh of our Corporate Governance & Compliance Department at +353 (1) 669 9999 or firstname.lastname@example.org.