On 22 March 2019 in accordance with the EU’s Fourth Anti-Money Laundering Directive (4AMLD) the Department of Finance released regulations requiring the set up a Central Register of Beneficial Ownership of Companies and Industrial and Provident Societies (RBO).
The regulations allow members of the public to have access to certain information contained on the Central Register, this will include; the name, nationality and month and year of birth of beneficial owners. It should be noted that the public will not have access to additional information such as the residential address of the beneficial owner, which is available only to the competent authorities.
Article 30(3) of 4AMLD requires that the information referred to above be held in a central register in each Member State. The Companies Registration Office (CRO) has been appointed as the statutory body in Ireland responsible for the establishment and maintenance of the RBO.
On 29 April 2019 a website will be launched to provide full information about the RBO. On 22 June 2019 the online portal for uploading the required information on the RBO will go live, the deadline for compliance is 22 November 2019.
A beneficial owner is an individual who owns or controls directly or indirectly:-
- more than 25% of the shares;
- more than 25% voting rights;
- more than 25% ownership interest; or
- has the ability to control the company via other means.
Every relevant entity shall take all reasonable steps to obtain and hold adequate, accurate and current information in respect of its beneficial owners (who must be natural persons) being:-
- the forename and surname, date of birth, nationality, and residential address of each beneficial owner of it.
- the PPS number of each beneficial owner to whom such a number has been issued.
- a statement of the nature and extent of the interest held, or the nature and extent of control exercised, by each such beneficial owner.
If, having exhausted all possible means no natural person is identified as beneficial owner, or there is any doubt that any natural person so identified is a beneficial owner of the relevant entity, the names of the one or more natural persons who hold the position of senior managing officials of the relevant entity shall be entered, in the relevant entity’s RBO as its beneficial owners.
In addition, the date on which each natural person was entered in the company's own register as a beneficial owner and the date of cessation as beneficial owner, must be included.
A competent authority with a ‘legitimate interest’ will have full access to the RBO. This will include the Revenue Commissioners, law enforcement agencies (i.e. An Garda Síochána), the Criminal Assets Bureau or an inspector appointed under section 764(1) of the Companies Act 2014.
There will be restricted access to the information contained in the RBO by the general public.
A relevant entity that fails to comply with the regulations commits an offence and shall be liable –
- on summary conviction, to a class A fine, or
- on conviction on indictment, to a fine not exceeding €500,000
A presenter that fails to comply with the regulations commits an offence and shall be liable, on summary conviction, to a class A fine.
A person who makes a statement that is false, knowing it to be so false or being reckless as to whether it is so false, commits an offence and shall be liable –
- on summary conviction, to a class A fine or imprisonment for a term not exceeding 12 months or both, or
- on conviction on indictment, to a fine not exceeding €500,000 or imprisonment for a term not exceeding 12 months or both.
How Mazars can help
Our Corporate Secretarial Services team can assist you with ensuring compliance with all aspects of the new regulations.
If you have any questions in relation to these measures, please feel free to contact your Mazars team or a member of the Mazars Corporate Secretarial Services team.