RBO Disclosure Deadline – 5 days to go!Monday, 18 November 2019
As we have previously reported, the central Register of Beneficial Ownership (the RBO) is now live and accepting filings. In accordance with the EU (Anti-Money Laundering: Beneficial Ownership of Corporate Entities) Regulations 2019 (the Regulations), almost all Irish companies* and industrial and provident societies (societies) incorporated before 22 June 2019 must file beneficial ownership information by 22 November 2019. All filings must be made online via the RBO portal and there is no fee for filing. *other than a small number of exempted companies such as PLCs listed on regulated markets or subject to equivalent international standards of transparency and disclosure)
A beneficial owner is an individual who ultimately owns or controls the relevant entity, indicated by a person, directly or indirectly, holding more than 25% plus one share of shares, or more than 25% 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. In more complex corporate structures, ownership and control of holding structures, trust arrangements, voting arrangements and rights held under shareholder agreements are all relevant to this analysis.
Where no beneficial owners exist or if, all possible means to identify them having been exhausted by the company (including certain required statutory notifications where applicable), they cannot be identified, the senior managing officials (defined as including the directors and CEO) of the company or society are treated as its beneficial owners and their information must be entered on the in-house beneficial ownership register (internal register) and reported to the RBO.
The information for each beneficial owner which must be filed with the RBO is that which in-scope entities are already obliged to maintain in their internal registers, supplemented by the PPSN or Form BEN2 which need to be filed in the RBO for identity verification purposes:-
The obligations in the Regulations to (i) establish and maintain an internal register and related notification requirements, (ii) file beneficial ownership information to the RBO and (ii) keep the information on the internal register and RBO up-to-date are separate and distinct from the obligation to maintain statutory registers under the Companies Act 2014.
Penalties for offences under the Regulations (including breach of above obligations) range from fines of up to €5,000 on summary conviction to up to €500,000 on conviction on indictment. In addition, prison sentences of up to 12 months are possible where false information is knowingly or recklessly provided. Persons (e.g., directors, managers, company secretary) who consent or connive in breach by a body corporate of its obligations under the Regulations are guilty of an offence as well as the body corporate.
For advice on compliance with your obligations under the Regulations, including the analysis of who is a beneficial owner of your company or society or the circumstances in which the senior managing officials should be entered on the internal register/RBO, contact Gillian O'Shaughnessy, any member of our Corporate Governance and Compliance Group or your usual ByrneWallace contact. ByrneWallace Corporate Secretarial can assist with establishment and maintenance of internal registers and RBO filings as part of their suite of compliance services.
See further information regarding beneficial ownership obligations in our previous briefings on this topic:
- RBO Deadline: 22 November 2019 – Are You Ready?
- Central Register of Beneficial Ownership Now Live – 22 Nov 2019 Compliance Deadline!
- New rules regarding maintenance and disclosure of beneficial ownership of Irish corporate entities
- What you need to know about the Beneficial Ownership of Trusts Regulations 2019
- Company Law Review - Highlights of 2018 and what to expect in 2019
The above information is intended as a guide for reference purposes only and does not purport to be legal advice. Readers are advised to seek independent professional advice before acting on anything contained in these materials.