22 November 2019 RBO deadline for Irish companies and industrial and provident societies is fast approaching!
The deadline for Irish companies and industrial and provident societies (“IPS”) (incorporated before 22 June 2019) to upload the information in their internal beneficial ownership registers to the Central Register of Beneficial Ownership (“RB0”) is 22 November 2019.
What must companies and IPS do?
Irish companies and IPS have been required to maintain internal beneficial ownership registers since 2016 and are therefore already required to investigate their own beneficial ownership and keep that information in their internal registers up to date.
A new obligation introduced this year requires Irish companies and IPS to file the beneficial ownership information in their internal registers publicly to the RB0:
- by 22 November 2019, for Irish companies and IPS incorporated before 22 June 2019; and
- within 5 months of incorporation for Irish companies and IPS incorporated since 22 June 2019.
Any changes to beneficial ownership must be filed in the RBO within 14 days of a company/IPS updating its internal register.
What is the consequence if an Irish company or IPS does not file as required in the Central Register of Beneficial Ownership?
Irish companies and IPS which fail to file beneficial ownership information in the RBO when required to do so by 22 November 2019, will be in breach of their statutory duties to file such information and may face penalties including fines of up to €500,000, under the European Union (Anti-Money Laundering: Beneficial Ownership of Corporate Entities) Regulations 2019.
How do you file the required information in the RBO and who is responsible for filing?
Beneficial ownership information can only be entered online through a portal on the RBO website at www.rbo.gov.ie. There are no forms involved in filing the data and there are no filing fees.
It is the legal responsibility of a company/IPS’s officers (directors/secretaries) to obtain and confirm beneficial ownership information, to keep internal registers current and accurate and to deliver the required information to the RBO within the prescribed time frames. Failure to comply with these requirements is a breach of statutory duty and a criminal offence which is subject to sanctions.
What information needs to be filed in the RBO? Who will have access?
The information to be filed for each “beneficial owner” includes names, dates of birth, nationality, residential addresses, a statement of the nature and extent of the interest held or control exercised and a PPSN (Personal Public Service Number). If a beneficial owner does not have a PPSN, they must download, complete and submit a form BEN2 on the RBO portal and they will be assigned an RBO transaction number. PPSNs will be encrypted, stored securely and never shared with any third party.
Members of the public will have restricted access to information on the RBO whilst unrestricted access will be provided to authorised officers of many organisations including the Revenue Commissioners and An Garda Síochána.
Who is a beneficial owner?
A beneficial owner is an individual who ultimately owns or controls the company/IPS, indicated by a person holding directly/indirectly more than 25% plus one share of shares, or more than 25% of voting rights or ownership interest or exercising control through other means such as by exercising dominant influence or having the power to appoint or dismiss the majority of the board.
The analysis of who is a beneficial owner under this legislation is not always straightforward; if in doubt, a company/IPS should seek legal advice to assist in establishing who its beneficial owners are.
If you need legal advice on this topic, please contact emmac@crowleymillar.com or neil@crowleymillar.com or your usual Crowley Millar contact.
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Emma Cafferky, Senior Associate, Corporate Department (emmac@crowleymillar.com)
Crowley Millar Disclaimer: This is a general information note and is intended for information only. It does not constitute legal advice and should not be regarded as a substitute for legal or other professional advices. Such advice should always be taken before acting on any of the matters referenced in this information note.