The A-Z of the Register of Beneficial Owners
With the Register of Beneficial Owners (RBO) filing deadline with the Central Register fast approaching, this issue of the Gatal Gazette looks at the complete A–Z of everything you need to know to ensure your Company remains compliant!
A — AMLD
Anti-Money Laundering Directives (AMLD) is the name of the European Union legislation that requires all Irish companies to create, maintain and submit their UBO register to the Central Register before 22nd November 2019 and as and when any subsequent changes to the Register are made.
B — Beneficial Owner
A Beneficial Owner is a person who owns or controls a company (directly or indirectly) by holding more than 25% of the issued share capital or controls through other means, such as voting rights, a shareholders agreement or the power to appoint senior management.
C — Central Register
The Central Register is a standalone Register established under the AMLD. Central Register filings are now required to be made in addition to Companies meeting their existing statutory filing obligations with the Companies Registration Office.
The Directors of each Company are required to be listed in the RBO in all cases where no Beneficial Owner is identified in each company.
Only companies listed on a regulated market that are already subject to disclosure requirements consistent with union law or subject to international standards which ensure adequate transparency of ownership information are not required to file UBO information with the Central Register.
A Form BEN 2 is required to be completed by each Beneficial Owner who does not hold an Irish PPS number. Please contact us for more details in relation to this additional filing requirement.
Company’s are required to be mindful of their obligations under the General Data Protection Regulations and the Data Protection Acts 1988 – 2018 to protect any personal data it obtains for the purposes of complying with the RBO Regulations and to inform beneficial owners that it will be sharing their personal data with the Central Register.
The home address of a UBO is required to be included in the details filed with the Central Register but will only be made available to authorised officers of certain organisations and will not be made publicly available by the Central Register.
I—”Improve Corporate Trust & Transparency”
The aim and purpose of this legislation is to “improve corporate trust and transparency” in Ireland and the EU by making it clear to law enforcement agencies, regulators and other businesses who ultimately owns and controls Irish companies.
Any new company incorporated after July 2019 will have five months from the date of incorporation to register the beneficial owners with the Central Register.
K—Keep up to Date
Ensure you are kept up to date with all company secretarial compliance and corporate governance matters by contacting Gatal or Moore.
Under the AMLD legislation, it is now a legal requirement for all Irish companies to maintain adequate, accurate and current information in respect of its beneficial owners.
M—Maintaining your Register
The UBO Register is required to be maintained going forward as any member of an Garda Siochana, Revenue, the Office of the Director of Corporate Enforcement or Criminal Asset Bureau have a right to inspect the Register at any time and they will also have unrestricted access to all information submitted.
The name of each beneficial owner submitted to the Central Register must match the legal name recorded by the Department of Employment Affairs and Social Protection – any differences will result in the filings being rejected and returned for amendment.
O—Other means of Control
Control of a Company by “other means” is where an individual who does not hold more than 25% of the shares or the voting rights but still exercises significant control or influence over a company. Control by other means maybe through a shareholders agreement, the power to appoint senior management. This is a good opportunity for Directors to review their company’s Constitution – we can assist here also!
Each Beneficial Owner is required to disclose their PPS number on the Register. This information is filed but is not made publicly available – this information is encrypted by the Central Register and not shared with any third party.
The most common query we have received from clients to date is the difference between Direct and Indirect control of a company. Direct control is a shareholding of 25% + 1 share or an ownership interest of more than 25% by an individual. A shareholding of 25% + 1 share or an ownership of more than 25% held by a corporate entity or multiple corporate entities, which are under the control of an individual is an indication of indirect control.
R—Registered Business Name
A sole trader operating with a registered business name in the CRO does not need to comply with the regulations - a Registered Business Name is not a legal corporate entity and is outside the scope of this legislation.
Statutory Instrument No. 110 of 2019 is the piece of legislation that transposes the elements of the EU Anti-Money Laundering Legislation that requires all Irish companies to comply with the RBO requirements.
T—Twenty Five % + 1 Share
25% + 1 share is one of the criteria that decides whether you are a UBO or not. If there are four equal shareholders in a Company then no UBO is entered in the Register, the Directors of the Company are listed instead.
The RBO legislation applies to all Irish companies, whether Unlimited, Limited or Limited by Guarantee.
If you have control of voting rights associated with 25% +1 of the issued share capital, then you are a UBO, even if the shares are not registered in your name.
W—When do I need to Act?
Now – the filing deadline is 22nd November 2019.
X—Xenophobic to New Legislation?
Do not fear - we are here to assist! – www.gatal.ie
Y—Your Next Step
If you have not already done so, please contact us with any queries to ensure that your company meets the 22nd November 2019 filing deadline and avoids potential prosecution under the Regulations.
You do not have to fall asleep reading the AMLD legislation – Gatal has already done this for you!
Please contact Gatal or your usual Moore contact should you require any assistance in relation to the RBO requirements.