CENTRAL REGISTER OF BENEFICIAL OWNERSHIP OF COMPANIES AND INDUSTRIAL & PROVIDENT SOCIETIES (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 – see 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to hold adequate, accurate and current information on their beneficial owner(s) in their internal register, has been revoked and replaced with immediate effect by SI 110 of 2019.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 RBO will write to each company and Industrial & Provident Society (I&P) about their filing obligations in the coming weeks. WHERE TO FIND INFORMATION IN RELATION TO YOUR RBO FILING OBLIGATIONS The RBO website is now live at: www.rbo.gov.ie. The website contains a comprehensive FAQ Section which should assist customers in fulfilling their obligations under SI 110 of 2019. CUSTOMERS SHOULD CONSULT THE FAQS BEFORE CONTACTING THE RBO UNIT DIRECTLY. If you cannot find an answer in the FAQ Section, please email your query to: enquiries@rbo.gov.ie For queries in relation to policy and legislation, please email your query to the Department of Finance at aml@finance.gov.ie A Template setting out the data to be filed with the RBO is provided at https://bit.ly/2OuxNjK The full text of the Fifth Anti-Money Laundering Directive (5AMLD) can be found at https://bit.ly/2KPksQk and an updated version of 4AMLD, incorporating the changes in 5AMLD, can be found at https://bit.ly/2JNee7z
For updates, please follow the RBO on Twitter at www.twitter.com/RBO_ie and on LinkedIn at www.linkedin.com/company/central-rbo/ 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 certain 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. SUMMARY APPROVAL PROCEDURE (SAP 203, 204, 205, 206, & E1 SAP) The CRO would like to draw to the attention of those filing documents, the requirement for full presenter details to be provided on documents filed with the CRO in relation to Summary Approval Procedures (SAPs). Some SAP declarations and authorising special resolutions filed with the CRO have been found to have no presenter’s details stated. This can cause a delay in the return of these documents where amendments are required to be made. Therefore, please ensure that full presenter details are stated on the documents.
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.