Beneficial Ownership - April 2019

Article 30(1) of the EU’s Fourth Anti-Money Laundering Directive (4AMLD) requires all EU Member States to put into national law provisions requiring corporate and legal entities to obtain and hold adequate, accurate and current information on their beneficial owner(s) in their own internal beneficial ownership register.
Article 30(3) of 4AMLD requires that the information referred to above be held in a central register in each Member State.

LATEST NEWS
A Statutory Instrument, No 110 of 2019, to establish a Central Register of Beneficial Ownership of Companies and Industrial and Provident Societies (RBO) was recently signed into law by the Minister for Finance. A link to SI 110/2019 is provided here: http://www.irishstatutebook.ie/eli/2019/si/110/made/en/pdf.

This legislation provides for the appointment of a Registrar of Beneficial Ownership of Companies and Industrial & Provident Societies. The intention is that this function will be given to the Registrar of Companies.

Statutory Instrument No 560/2016, which required all corporate and legal entities to hold adequate, accurate and current information on their beneficial owner(s) in their internal register, has been revoked and replaced by SI 110 of 2019 with immediate effect.

Part 3 of the SI, which relates to the establishment of the central register, will come into operation on 22 June 2019.

In accordance with the SI, 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.

The office of the Registrar of Beneficial Ownership (RBO) will contact each company and I&P about their filing obligations in the coming weeks.

An RBO website will be launched on 29 APRIL which will provide further information to customers.

In the meantime, information on the RBO will be regularly updated on this page and a template of the data to be entered into the RBO is provided.  Template of data to be filed with the RBO.pdf. Queries in relation to Statutory Instrument No 110 of 2019 should be sent to aml@finance.gov.ie  
 
THE CENTRAL REGISTER (RBO)
The Register of Beneficial Ownership (RBO) is the central repository of information held by companies and industrial & provident societies in their own internal registries in respect of the natural persons who are their beneficial owners/controllers.

Filing of beneficial ownership details with the Central Register will be done only by entering the required information for each beneficial owner though an on-line portal. It is not possible to file beneficial ownership details on paper, by post, by email or on any CRO form. There is no fee for filing.

The information that is required to be filed with the RBO in respect of each beneficial owner (who must be a natural person) is as follows:

- Forename & Surname
- Date of birth
- Personal Public Service Number (PPSN)
- Nationality
- Residential address
- A statement of the nature of the interest held by each beneficial owner (e.g. controlling shareholder)
- A statement of the extent of the interest held by each beneficial owner (e.g. controller of 26% of shares in company)
- The date on which each natural person was entered in the company's own register as a beneficial owner
- The date of cessation as beneficial owner:
- If, having exhausted all possible means, no natural persons are identified as beneficial owners, there shall be entered in the register the names and details of the natural person(s) who hold the position(s) of senior managing official(s) of the company/I&P. Relevant entities shall keep records of the actions taken to identify their beneficial owners (Regulation 5(5) of S1 110/2019).
- Details of the presenter making the entry in the RBO on behalf of the company, i.e. name, contact details and capacity in which they are filing. 
 
DEFINITION OF BENEFICIAL OWNERSHIP

Article 3(6), 4AMLD, defines a beneficial owner, in the case of corporate entities, as follows: 
(i) the natural person(s) who ultimately owns or controls a legal entity through direct or indirect ownership of a sufficient percentage of the 
• shares or
• voting rights or
• ownership interest in that entity, including through bearer shareholdings, or
• through control via other means, 
other than a company listed on a regulated market that is subject to disclosure requirements consistent with Union law or subject to equivalent international standards which ensure adequate transparency of ownership information.

A shareholding of 25 % plus one share or an ownership interest of more than 25 % in the customer held by a natural person shall be an indication of direct ownership.

A shareholding of 25 % plus one share or an ownership interest of more than 25 % in the customer held by a corporate entity, which is under the control of a natural person(s), or by multiple corporate entities, which are under the control of the same natural person(s), shall be an indication of indirect ownership.

In relation to “control via other means”, Recital 13, 4AMLD, states:
Identification and verification of beneficial owners should, where relevant, extend to legal entities that own other legal entities, and obliged entities should look for the natural person(s) who ultimately exercises control through ownership or through other means of the legal entity that is the customer. Control through other means may, inter alia, 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.

(ii) if, after having exhausted all possible means and provided there are no grounds for suspicion, no person under point (i) is identified, or if there is any doubt that the person(s) identified are the beneficial owner(s), the natural person(s) who hold the position of senior managing official(s). The obliged entities shall keep records of the actions taken in order to identify the beneficial ownership under point (i) and this point;

FOURTH AND FIFTH ANTI-MONEY LAUNDERING DIRECTIVES:

The full text of the Fifth Anti-Money Laundering Directive (5AMLD) can be found at https://bit.ly/2KPksQk.  

An updated version of 4AMLD, incorporating the changes in 5AMLD, can be found at https://bit.ly/2JNee7z.  
This information is provided by the CRO for guidance only and is not a legal interpretation of the SI or the EU Directives. If in doubt a company should seek its own legal advice.