Article 30(3) of the EU’s Fourth Anti-Money Laundering Directive (4AMLD) requires all EU Member States to put into national law the establishment of a Central Register of Beneficial Ownership of Companies and Industrial and Provident Societies.
All corporate and legal entities (other than companies listed on a regulated market), including Trusts, Investment funds and Industrial and Provident Societies must identify their Beneficial Owners, keep their details on their own internal register and register the details with the RBO.
The RBO is a standalone register, and is in addition to the existing statutory registers maintained by the Companies Registration Office.
The new website for the Registry of Beneficial Ownership has now launched: https://rbo.gov.ie/.
The deadline for mandatory online registration is the 22nd of November.
All newly incorporated companies need to register their beneficial ownership details within five months of incorporation.
Any changes to the company/society’s own list of beneficial owners must be notified to the central Registrar of Beneficial Ownership (RBO) within 14 days of the change.
Failure to comply with these requirements is a breach of statutory duties and a criminal offence.
What is a Beneficial Owner?
A Beneficial Owner is defined as the natural person(s) who ultimately owns or controls a legal entity.
These include:
- ownership (directly or indirectly) of more than 25% of the company/society’s shares,
- controlling (directly or indirectly) more than 25% of the company/society’s voting rights,
- control via other means where an individual, who does not hold more than 25% of the shares or voting rights or ownership interest of an entity, still exercises significant control or influence over the entity.
- If there are no beneficial owners the Senior Managers are to be entered on the RBO.
Ultimately, it is a natural person(s) who must be identified and entered on the RBO as the beneficial owner(s) of the company/society, irrespective of how many layers of ownership there are in the company/society’s structure. The name of another company/society cannot be entered on the RBO.
The following information is required for each Beneficial Owner:
- Company / Society Name
- Company / Society Number
- Surname
- Forename(s)
- Date of Birth
- PPS Number
- Nationality
- Country of Residence
- Statement of the nature & extent of interest held
- Statement of the nature & extent of control exercised
- Residential Address
- Date of entry as beneficial owner
- Date of cessation as beneficial owner
Tiers of Access
In the portal there will be a facility, similar to the “Company Search” facility on the CRO website, where you can look up a company or society and purchase a “Company/Society Printout”.
There are two types of access to beneficial ownership in the central register – “unrestricted access” and “restricted access”.
The beneficial ownership details of minors will be automatically withheld from access by the public and
designated persons until they reach the age of 18.
The above information is our overview, so we do recommend that you take a comprehensive
review https://rbo.gov.ie/.
If you would like our assistance with your filing obligation please contact your Accountant within MC2.