CENTRAL REGISTER OF BENEFICIAL OWNERS (RBO) 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. 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to hold adequate, accurate and current information on their beneficial owner(s) in their internal register, has been revoked with immediate effect and replaced by SI 110 of 2019. Part 3 of the SI, which relates to the establishment of the central register, will come into operation on 22nd 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 of Companies and Industrial & Provident Societies (RBO) will contact each company and Industrial & Provident Society (I&P) about their filing obligations in the coming weeks and an RBO website will be launched on 29 April which will provide further information to customers. In the meantime, information on the RBO is available and a Template setting out the data to be filed with the RBO is provided. The full text of the Fifth Anti-Money Laundering Directive (5AMLD) can be found at External Website (EU) and an updated version of 4AMLD, incorporating the changes in 5AMLD is available on the CRO site.
Queries in relation to Statutory Instrument No 110 of 2019 should be sent to aml@finance.gov.ie.
INTRODUCING 14-DAY LIMIT ON RETURNING POST INCORPORATION FORMS With effect from the 1st June 2019, the Registrar of Companies has decided to utilise powers under section 898 of the Companies Act 2014, to introduce a 14 day limit on returning post incorporation forms to the CRO that have been sent back to the presenter for amendment. If the amended documents are not returned within that 14 day limit they will be deemed to have never been received. This applies to forms such as those related to Ordinary and Special Resolutions, Amendments to Constitutions, Allotment of Shares, Changes to Share Capital, and Summary Approval Procedures. RFS - ANNUAL RETURNS The Register of Friendly Societies issued over 800 Annual Return reminders to Industrial and Provident Societies at the end of March to kickstart an RFS enforcement process for 2019. The Industrial and Provident Societies Acts, 1893 - 2018 requires that a Society must submit audited accounts for each year to the Registrar. The Acts do not provide for any waiver of this requirement. Filing with RFS is now faster, cheaper and easier with RFSOnline. For example an online Annual Return Submission will now cost you €20 compared to €40 paper return. To get a head start on submitting the appropriate annual return form and audited accounts for 2018 (and any outstanding returns) access the new portal at https://rfs.cro.ie/login before the deadline of 30/04/2019. For information on completing an Annual Return you will find a checklist and further information. USE OF THE ARN WHEN FILING UNAUDITED FINANCIAL STATEMENTS Please note that there is no requirement to insert an ARN into a B1 Form (Annual Return) unless you are filing audited financial statements. It may occur that a financial package that you are using auto-fills an ARN inadvertently and this is subsequently submitted to the CRO. All such annual returns will be sent back to the presenter in question and cannot be accepted by the CRO. PREPARE FOR BREXIT Government Departments, enterprise agencies and regulatory bodies have a range of supports covering advice, finance and upskilling to help your business navigate its way through Brexit. With little time left to go until the UK withdraws from the European Union, understanding the potential implications is a key first step in developing your Brexit contingency plan. https://dbei.gov.ie/en/What-We-Do/EU-Internal-Market/Brexit/Getting-Brexit-Ready/ This website has a number of links to advice regarding the change and also links to financial supports available, information on Upskilling and information for the retail sector. https://dbei.gov.ie/en/What-We-Do/EU-Internal-Market/Brexit/Getting-Brexit-Ready/#advice https://dbei.gov.ie/en/What-We-Do/EU-Internal-Market/Brexit/Getting-Brexit-Ready/Upskilling.html https://dbei.gov.ie/en/Publications/Getting-Brexit-Ready-Retail-brochure.html BREXIT What happens if the UK leaves the European Union without a deal in place? If the UK leaves the European Union without any deal in place, companies which have only UK resident directors will be required to comply with section 137 Companies Act 2014. This is the requirement to have an EEA-resident director. SECTION 137 - BOND WHERE COMPANY HAS NO EEA-RESIDENT DIRECTOR The requirement to have at least one EEA resident director from a member State does not apply to any company which for the time being holds a bond, in the prescribed form, in force to the value of €25,000 and which provides that in the event of a failure by the company to pay the whole or part of a fine imposed on the company in respect of an offence under the Companies Act 2014 or under the Taxes Consolidation Act 1997, there shall become payable under the bond a sum of money for the purpose of same being applied in discharge of the whole or part of the company's liability in respect of any such fine or penalty. The bond must have a minimum period of validity of two years, commencing no earlier than the occurrence of the event giving rise to the requirement for the bond. The surety under the bond must be a bank, building society, insurance company or credit institution. Please see Leaflet 17. ALTERNATIVE TO BOND - FORM B67 If, following incorporation, a company applies for and is granted a certificate from the registrar of companies that the company has a real and continuous link with one or more economic activities that are in carried on in the State, that company will be exempted from the requirement to have at least one EEA resident director from the date of the certificate, as long as the certificate remains in force.
Application for this certificate is made on Form B67, and must be accompanied by a statement from the Revenue Commissioners made within two months of the date of the application by a statement that the Revenue Commissioners have reasonable grounds to believe that the company has such a link. Please see link to Form B67. I have an UK external company branch registered with the CRO. Do I have to re-register? No. If the UK leaves the European Union without any deal in place, the external company will now be subject to filing annual returns with the CRO under the non-EEA country legislation however. Section 1304 Companies Act 2014 applies in relation to the submission of any changes in the company’s information. Sections 1305/1306 Companies Act 2014 applies with regards to the annual returns.