May 31, 2019
The aim of the EU Directives is to deter money laundering and terrorist financing and to help sanction those who hide their ownership or control of Irish companies/societies for the purpose of facilitating illegal activities.
This standalone Central Register of Beneficial Ownership of Companies and Industrial and Provident Societies (RBO) is a being established under anti-money laundering legislation, not company law.
Companies/societies must identify their Beneficial Owners, keep their details on their own internal register and register these details with the RBO. This is in addition to meeting their existing statutory filing obligations with the CRO under the Companies Acts in relation to directors, shareholders, etc. or in relation to other non-company legislation e.g. Industrial and Provident Societies.
We at, John M Shanahan & Co, Chartered Accountants, Tullamore, Co Offaly have taken a look at the filing requirements for owner/directors which are necessary to comply with anti Money Laundering Legislation.
Who is responsible.
It is the legal responsibility of a company/society’s officers (director(s) and company/society secretary) to obtain and confirm beneficial ownership information, to keep the company/society’s own beneficial ownership register current and accurate and to deliver the required beneficial ownership information to the Registrar of Beneficial Ownership within the prescribed time frames.
The RBO will begin to accept on-line filings from 22 JUNE 2019 after which there will be five months for companies and I&Ps to file their RBO data without being in breach of their statutory duty to file.
Who are the Beneficial Owners.
A Beneficial Owner is defined as the natural person(s) who ultimately owns or controls a legal entity, either through direct or indirect ownership of a sufficient percentage of the shares or voting rights or ownership interest in the entity, including through bearer shareholdings, or through control via other means.
• 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 which is explained in Recital 13 of 4AMLD as follows:
Control through other means may, include the criteria of control used for the purpose of preparing consolidated financial statements, such as:-
• through a shareholders' agreement;
• the exercise of dominant influence, or
• the power to appoint senior management.
What is the Information requirement for the Register.
The requirement for corporate and legal entities ("companies/societies") to hold their own beneficial ownership register was transposed into Irish law by Statutory Instrument No 110 of 2019. The following information is required for each Beneficial Owner:
• Company / Society Name:
• Company / Society Number:
• Date of Birth:
• PPS Number
• Country of Residence:
• Statement of the nature & extent of interest held:
• Statement of the nature & extent of control exercised:
• Residential Address:
• Eircode (optional):
• Date of entry as beneficial owner:
• Date of cessation as beneficial owner:
• If either,
A: after having exhausted all possible means and provided there are no grounds for suspicion, no natural person is identified, or
B: if there is any doubt that any natural person so identified is a beneficial owner of the relevant entity, there shall be entered in the company/society’s internal register as its beneficial owners, the names and details of the one or more natural person(s) who hold the position(s) of senior managing official(s)(SMO) of the company/ society.
All the same details must be entered in the internal register and in the RBO for an SMO as for any other beneficial owner. Relevant entities shall keep records of the actions taken to identify their beneficial owners. (Regulations 5(4) & (5) of S1 110/2019 refer).
Remember, this is not a Companies Office filing requirement and there is only a five month (until 22nd November 2019) window to comply.
We at JOHN M. SHANAHAN & CO. are here to help you with all your statutory, accounting, business, financial and taxation requirements, by providing expert, specialist and professional service tailored to meet your needs.