Article 30(1) of the EU’s Fourth Anti-Money Laundering Directive (4AMLD) requires all EU Member States to require companies to hold an up-to-date record of their beneficial owner or owners. This came into effect via part 2 of SI110/2019 on the 22nd March this year.
A beneficial owner is defined as a natural person or persons who directly or indirectly holds a 25% or greater shares, votes, control or ownership interest in a company. Where the company is owned by a parent company, a beneficial owner is a person with a 25% or greater interest in that parent company. If no natural person can be traced to being a beneficial owner, the most senior managing official of the company or the parent company should be listed on the beneficial ownership register.
Article 30(3) of 4AMLD and part 3 of SI 110/2019 require that each member state keep a central beneficial ownership register. This central register will be available to the public upon the payment of a fee. This register will be available at https://rbo.gov.ie/. The only restriction on access by the public is where the beneficial owner is a child; in such case the Registrar of Beneficial Ownership must be satisfied there is sufficient public interest in disclosing the details of a person below the age of eighteen.
The reason for the central beneficial ownership register is to promote greater transparency in corporate affairs and to allow regulators and law enforcement to know who controls companies. It is also a deterrent to money laundering, and will make it more difficult for assets to be hidden in a company structure in order to evade legal obligations.
Companies must file their beneficial ownership register by the 22nd November 2019, and filing must be done online as there are no paper forms available. The following information must be recorded on the register:
- The full name of each beneficial owner (or if none, the senior managing official)
- Date of birth of each beneficial owner;
- PPS Number of each beneficial owner;
- Nationality of each beneficial owner;
- Statement of the nature and extent of the interest of each beneficial owner;
- The date on which the person was entered on the beneficial ownership register;
- The date a person ceased being a beneficial owner;
- The details of the presenter.
A newly incorporated company must file their beneficial ownership register within five months of incorporation, and when a company makes a change to their register, they are obliged to notify the Registrar within fourteen days. There is a legal obligation on the company’s officers to file a beneficial ownership register, and to keep it updated. Failure to do so is a criminal offence, and is punishable by a fine of up to €500,000.
The above is intended for information purposes only, and is not intended to be relied upon as legal advice. Please contact us on 01 – 676 3257 for advice specific to your needs. We, at Fitzsimons Redmond LLP, are happy to discuss with you any questions and concerns you might have in relation to the filing obligations of your company.
By Lisa Quinn O’Flaherty, solicitor at Fitzsimons Redmond LLP