On 22 March 2019, the Department of Finance released regulations to set up a Central Register of Beneficial Ownership of Corporates.
Under the regulations, members of the public will have access to certain information contained on the Central Register, including the name, nationality and month and year of birth of beneficial owners, but will NOT have access to additional information such as their residential address, which is available only to the competent authorities.
The creation of the Central Register in Ireland has been anticipated for some time and is required to meet Ireland’s obligations under the European Union (EU) Fourth and Fifth Anti-Money Laundering Directives.
The Regulations replace and expand the scope of regulations introduced in November 2016 which required companies to set up a register of beneficial ownership. That obligation continues. In addition to the requirement to have a register of beneficial ownership, from 22 June 2019, certain information must be filed on the Central Register.
How do you identify your Beneficial Owners?
A beneficial owner is an individual who owns or controls directly or indirectly:-
· more than 25% of the shares;
· more than 25% voting rights;
· more than 25% ownership interest; or
· has the ability to control the company via other means.
In cases where no individual meets the thresholds to be a beneficial owner, details of the senior managing officials (e.g. company directors) are entered in the register of beneficial owners.
Corporate Central Register of Beneficial Ownership
The Regulations provide that the Minister will appoint a registrar to be known as the Registrar of Beneficial Ownership of Companies and Industrial and Provident Societies (the ‘Registrar’). It is likely that the Registrar of Companies will be appointed in this role.
Who is obliged to file in Central Register?
The Regulations require all Irish incorporated companies and body corporates to obtain, hold and file information on their beneficial owners.
Companies listed on a regulated market or subject to disclosure requirements consistent with the law of the EU or subject to equivalent international standards which ensure transparency of ownership information are exempt.
What information is to be filed on Central Register?
The following information must be filed:-
- The name, date of birth, nationality and residential address of each beneficial owner.
- A statement of the nature and extent of the interest held, or the nature and extent of control exercised by, each beneficial owner.
- PPS number of each beneficial owner (to enable the beneficial owner’s identity to be cross checked and validated, the Registrar shall not disclose this information).
Deadline for delivery of information to the Central Register
The Central Register shall come in to operation three months after the introduction of the Regulations (22 June 2019).
A company in existence prior to the June 2019 commencement date will have five months to file the beneficial ownership information with the Central Register. The initial filing deadline for existing companies is 22 November 2019.
Thereafter, the company will have to report changes in beneficial ownership details to the Central Register when they occur.
A company incorporated after 22 June 2019 will have five months from the date of incorporation to make its first filing of beneficial ownership information.
Who will have access to information filed on Central Register?
The public will have access to the following information for each beneficial owner:-
- The month and year of birth
- Country of residence
A statement of the nature and extent of the interest held, or the nature and extent of control exercised by, the beneficial owner.
Competent Authorities such as An Garda Síochána, Financial Intelligence Units, the Revenue Commissioners and the Criminal Assets Bureau shall have access to all of the above information including the residential address of the beneficial owner and may exchange this information with other EU Competent Authorities.
Obligation to disclose to Designated Persons
If a company enters into certain occasional transactions, e.g. a transaction requiring customer due diligence to be applied by a Designated Person such as a credit institution, auditor, external accountant or legal advisor, the company must provide the Designated Person, on request, information identifying its beneficial owners.
Prosecution for failure to comply
A company or beneficial owner that fails to comply with the Regulations shall be liable on summary conviction to a Class A fine or, conviction on indictment to a fine up to €500,000.
Offences under the Regulations may be brought and prosecuted by the Director of Public Prosecutions or the Registrar. The Registrar, at his or her discretion, may refer a case to the Director of Public Prosecutions where the case is one in relation to which the Registrar has reasonable grounds for believing that an indictable offence under the Regulations has been committed.
How Paul O’Donovan & Associates can help
POD’s multi-disciplinary professionals are fully embedded in POD’s tax and advisory teams ensuring that we have a deep understanding of clients’ issues and business and market trends.
Our company secretarial services team can assist you with ensuring compliance with all aspects of the new regulations, we will be in touch with all our client’s companies regarding the completion of returns in the forthcoming months.
If you have any questions in relation to these measures, please feel free to contact our secretarial team – Ciaran Wall and Aideen Scannell.