Most Irish companies are required to maintain an internal register of its beneficial owners. There is also now an important new obligation to file information about the beneficial owners to a new Central Register, maintained by the CRO.
Who is a Beneficial Owner?
Under the European Union (Anti-Money Laundering: Beneficial Ownership of Corporate Entities) Regulations 2019, a “beneficial owner” is a natural person who directly or indirectly owns or controls over 25% of the share capital or the voting rights or control by any other means.
What information must be contained on the Register of Beneficial Owners?
Any company in scope must create and maintain an internal register of its beneficial owners, containing the following information in respect of each beneficial owner:
- Date of birth;
- Residential address;
- Statement of nature and extent of the ownership interest held;
- Date of entry as a beneficial owner on the register;
- Date of entry of ceasing to be a beneficial owner;
- There is also now a requirement for a relevant entity to request a beneficial owners PPS number, where the beneficial owner has a PPS number. The registrar will not include PPS numbers on the register and will be required to store them in a particular way and not disclose them
What happens if the beneficial owners cannot be identified?
Where the beneficial owners are unknown, an entity must take “all reasonable steps” to ensure the beneficial ownership information is gathered and recorded on the register. Where no beneficial owners can be identified, the names of the “senior managing officials” of the entity must be recorded on the register.
The register needs to be kept updated whenever there is a change in beneficial ownership, a change in particulars or a change in the extent of interest/control.
Does a beneficial owner have a duty to notify his or her status as a beneficial owner to the relevant entity?
The Regulations provide a mechanism whereby a company in scope must prepare and dispatch a notice to any individual whom it has reasonable cause to believe as a beneficial owner, and the individual then has one month to confirm whether he or she is a beneficial owner and if so, to confirm the details about them on the notice.
New filing requirement
The 2019 Regulations also provide for the creation of a central register of beneficial ownership, which came in to being on the 29th July this year. Companies have until the 22nd November 2019 to submit information regarding their ultimate beneficial owners to the Companies Registration Office (which maintains the central register).
This is a new filing requirement, in addition to the other usual requirements, such as filing an annual return.
Once an entity has dissolved, the registrar will delete all of the information that it holds in relation to that entity following the expiration of 10 years.
Consequence for failing to comply with the regulations
The consequences of non-compliance by a company with these requirements are very significant, and can be up to a fine not exceeding €500,000 if convicted on indictment.
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About the Authors
David is Head of the Commercial & Business team at Hayes solicitors and advises a number of the firm’s major corporate clients. He advises on a wide range of corporate and commercial law issues. He has expertise in advising on general corporate and commercial matters, particularly in the manufacturing, retail, aviation, sports and motor sectors, and also frequently advises clients who operate in regulated areas.
Sabrina is a senior associate solicitor in the Commercial & Business team at Hayes solicitors. Sabrina's main area of work is mergers and acquisitions, where she acts for buyers and sellers across various industry sectors. She also advises on corporate reorganisations, shareholder agreements and other commercial arrangements and contracts including agency/franchise/distribution agreements.