ICAVs, Credit Unions and Unit Trusts in existence as of 25 June 2020 have until 25 December 2020 to file their beneficial ownership information on the Central Register of Beneficial Ownership (Central Register).

Background

The European Union (Modifications of Statutory Instrument 110 of 2019) (Registration of Beneficial Ownership of Certain Financial Vehicles) Regulations 2020 (2020 Regulations) came into force on 25 June 2020.

The 2020 Regulations amend the European Union (Anti-Money Laundering: Beneficial Ownership of Corporate Entities) Regulations 2019 (Principal Regulations) and assign responsibility to the Central Bank of Ireland (Central Bank) for establishing a Central Register for Applicable Financial Vehicles (AFVs). That includes:

  • Irish Collective Asset-management Vehicles (ICAVs).
  • Unit Trust Schemes where Unit Trust means:

A Unit Trust scheme with the meaning of the Unit Trusts Act 1990 (No. 37 of 1990).

An undertaking for collective investment in transferable securities (within the meaning of the UCITS Regulations), that is constituted of a unit trust (within the meaning of the UCITS Regulations) and authorised under those Regulations.

  • Credit Unions.

It is anticipated that Investment Limited Partnerships and Common Contractual Funds registered under the Investment Limited Partnerships Act 1994 will be included in the Central Register in due course.

The Central Register will form one of many registries throughout the EU designed to hold all beneficial owner information for AFVs at a central location within each EU member state.

Action required

To comply with the 2020 Regulations, AFVs must:

  • Obtain and hold an accurate and current beneficial ownership register.
  • File details of its beneficial owners on the Central Register.
  • File any changes to its beneficial owners on the Central Register within fourteen days of a change occurring (known as the “follow up obligation”).

If not already in place, we recommend that AVFs begin compiling their beneficial ownership register as soon as possible noting that in some cases they have obligations to issue notices to possible Ultimate Beneficial Owners (UBOs) and related parties and that this process can be time-consuming.

AVFs who have already compiled their beneficial ownership register, should take this opportunity to review it and ensure that everything is in order for filing on the Central Register.

What information is required for filing a Beneficial Ownership Information File on the Central Bank’s Online Reporting System (ONR)?

The following information in relation to beneficial owners will be required to be disclosed as part of the filing:

  • Full name
  • Date of birth
  • Nationality
  • Residential address
  • Is the person's interest or control direct or indirect?
  • Nature of interest / control
  • Extent of interest or control: percentage owned or controlled
  • Further information and/or clarification in relation to nature or extent of ownership or control
  • Date on which the person was entered into the entity's internal register as a beneficial owner
  • Is the person currently a PCF holder in this or any other Regulated Financial Services Provider?

The Central Bank has confirmed the form that submissions to the Central Register will take.

Beneficial ownership disclosures will be made through the Central Bank’s ONR using an Excel spreadsheet-based submission form. Once all the mandatory fields have been completed on the Excel spreadsheet, an automatic data validation formula is used to assign a valid or invalid status to the submission. If the status is invalid, some mandatory information is missing from the worksheets contained within the spreadsheet.

The file name must follow the format “CCCCCCCC_YYYYMMDD_BOR”. CCCCCCC is the firm’s Institution Code on ONR and YYYYMMDD is the reporting date of the return. BOR denotes the fact that this is a Beneficial Ownership Register filing (BOR).

The file will not be accepted if the structure of the Excel file has been altered in any way. For example, additional worksheets may not be added or deleted, nor can columns or file protections be removed.

Filing Deadline

AFVs in existence as of 25 June 2020 have until 25 December 2020 to file their beneficial ownership details with the Central Register (through the ONR). AFVs authorised on or after 25 June 2020 will have six months from the date of their coming into existence to submit the filing.

For the purposes of the 2020 Regulations, an ICAV is deemed to come into existence on the date of the Registration Order of an ICAV. In the case of a Unit Trust, it will generally be deemed to have come into existence by virtue of its authorisation by the Central Bank under the Unit Trusts Act 1990 (in the case of an AIF) or the UCITS Regulations.