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The Companies Office in Ireland are keeping the Register of Business Owners.
Who needs to have their information on the Register of Beneficial Ownership?
If you own or control more than 25% of the shares/voting rights/ownership interest in a company or through control via other means you need to include this information on the Register of Beneficial Ownership (RBO).
New legislation was put in place to enact a European Union directive – the 4th Anti-Money Laundering Directive. Under this directive, Member States have to have a Central Register of Beneficial Owners of the companies trading in their jurisdictions.
The Criminal Justice (Money Laundering and Terrorist Financing) (Amendment) Act 2018 transposes the majority of the Fourth EU Money Laundering Directive (4MLD) into National Law.This law means companies and co-ops jave to maintain a register of their beneficial owners and to file this information with a central register.
This information includes the name, nationality and month and year of birth, country of residence and percentage of beneficial ownership.
The Register of Beneficial Ownership applies to all new and existing companies in Ireland set up under the Companies Act 2014. All companies have to create and maintain their own internal register along with the RBO.
A branch is not registered as a company in Ireland. This means that branches do not have to file beneficial ownership details with the RBO. Any branches of non–Irish companies who are trading in Ireland will have their beneficial ownership recorded in the county the company was set up in.
What is beneficial ownership?
Beneficial ownership means the people who own or control more than 25% of the shares in a company or through control via other means. This means that if you have shares in a company held through another company you may need to register as a beneficial owner under these laws. This is because you are the Ultimate Beneficial Owner of the shares through owning shares in another company.
What happens if there are multiple shareholders with shares but none over 25%?
Only people with an interest of 25% plus one share need to register, so if no one person controls 25% plus one share then you do not need to register with the RBO.
What happens if there are no shareholders as such?
If no person owns the shares in a company, you must register the names and details of the people who hold the position of a senior managing official of the company, such as the Chairman or Managing Director.
What information is held in the RBO?
Personal details – name, date of birth, personal public service number (PPSN), nationality, residential address of the beneficial owner
Details about the beneficial owner’s interest in the company the nature of the interest ( shareholder owning ordinary shares for example ) and the percentage of the interest ( what percentage of the shares you own )
Details about the beneficial owner date you became a beneficial owner (and date of stopped being a beneficial owner, if you transfer some of your shares or someone is given more shares which dilute you below 25%)
Details of the presenter who is submitting the details on behalf of the company – name and contact details
Who can see the beneficial owners of a company?
There are two types of access
The public will be able to view the name, nationality and month and year of birth, country of residence and percentage of beneficial ownership for each beneficial owner.
Government departments and agencies such as the Revenue Commissioners, Garda Síochána and the Office of the Director of Corporate Enforcement can view all details. Agencies that have anti-money laundering responsibilities such as accountants, lawyers and banks will also have unrestricted access.
How do I make sure that I have done what I am supposed to do in relation to the RBO?
You can file online through the RBO website www.rbo.gov.ie now.
Everything is done online, and it is free if you file yourself.
You can file this yourself or get a professional to take care of it for you.
What will happen if I don’t file my company details in the RBO?
If you control shares in a company and you fail to file the information it will be considered a criminal offence and this can mean fines or potentially a conviction.
If any beneficial owner or presenter knowingly provides incorrect details, they may also be brought to court for this.
If incorrect information is filed, the RBO will be not be able to check the Beneficial Owner’s details against other sources of information e.g. PPS number records. This will result in the filing being rejected. If this happens, the RBO will write to the beneficial owner directly. Data Protection Legislation means that the RBO cannot contact the presenter about the beneficial owner’s details.
What should you do next?
OSA McQuillan can help you get the information of the beneficial owners in your company and file for you at the RBO. We charge from €150+VAT for this service.