What has happened?
Part 3 of the European Union (Anti-Money Laundering: Beneficial Ownership of Corporate Entities) Regulation 2019 (the “2019 Regulation“) came into force on 22 June 2019. Part 3 concerns the obligation on companies and other bodies corporate to file beneficial ownership information to a new Central Register of Beneficial Ownership (the “RBO“).
Who is caught by the 2019 Regulation?
The 2019 Regulation requires all corporate and legal entities (“Relevant Entities“) (other than companies listed on a regulated market) incorporated in Ireland to enter its beneficial owner(s) on the RBO. A beneficial owner is defined as a person who ultimately owns or controls a legal entity, either through direct or indirect ownership of a sufficient percentage of the shares or voting rights or ownership interest in the entity or through control via other means. This will include any person who owns more than 25% of a company’s shares or controls more than 25% of the company’s voting rights.
What information must be provided to the RBO?
Each beneficial owner will be required to provide the following details to the RBO:
It should be noted that where a beneficial owner does not have an Irish PPS number, the RBO requires a Form BEN2 to be filed which will be used for the purpose of verification of a person’s identity. At present, the RBO has not finalised the technical aspect of the BEN2 process and the form cannot be uploaded. As such, any beneficial owners who do not hold an Irish PPS number will not be in a position to register until the BEN2 process goes live.
What are the relevant timelines?
All Relevant Entities incorporated before 22 June 2019 are required to register beneficial owners on the RBO by 22 November 2019. A Relevant Entity incorporated after 22 June 2019 will have five months from its date of incorporation to first deliver the relevant information to the RBO.
The RBO has yet to announce the date the Form BEN2 process will go live.
What happens if a company fails to register?
A company is legally obliged to maintain an adequate, accurate and current register of beneficial owners. Should a company fail to comply with this requirement, the company shall be liable on: