The Central Register of Beneficial Ownership of Companies and Industrial and Provident Societies (IPSes), known as the RBO, is now live and accepting filings. Companies (other than those listed on regulated markets) and IPSes incorporated in Ireland before 22 June 2019 (in-scope entities) have until 22 November 2019 to submit their beneficial ownership information to the RBO. This is another step in Ireland’s transposition of the suite of EU-wide anti-money laundering and counter-terrorism measures introduced by the Fourth and Fifth EU Anti-Money Laundering Directives (4AMLD and 5 AMLD).
As outlined in our previous Beneficial Ownership briefing, the EU (Anti-Money Laundering: Beneficial Ownership of Corporate Entities) Regulations 2019 (the Regulations) came into force on 22 March 2019. The Regulations established the RBO. The Registrar of Companies (CRO) has now been appointed as the Registrar of Beneficial Ownership of Companies and IPSes to administer the RBO.
- The legal requirement to maintain an internal beneficial ownership register (BOR) entered into force on 15 November 2016 (or for in-scope trusts, on 29 January 2019).
- As of 29 July 2019, RBO is accepting filings from in-scope entities. All filings are free and must be made online through the RBO website: www.rbo.gov.ie.
- In-scope entities have until 22 November 2019 to submit beneficial ownership information to RBO.
- All in-scope entities incorporated on or after 22 June 2019 must submit beneficial ownership information to the RBO within 5 months of incorporation.
Who must submit beneficial ownership information to the RBO?
Only in-scope entities are required to submit beneficial ownership information to the RBO. This is a sub-set of the broader categories of corporate and other legal entities subject to the obligation to maintain an internal BOR under the Regulations and, in respect of trusts, under the EU (Anti-Money Laundering: Beneficial Ownership of Trusts) Regulations 2019 (the Trust BOR Regulations).
For example, all corporate and other legal entities incorporated in Ireland (including companies, IPSes, Irish Collective Asset-management Vehicle (ICAVs) and semi-state bodies) and all trusts which fall within the scope of the Trust BOR Regulations (in-scope trusts - see our briefing for further details), must maintain an internal BOR but only in-scope entities are subject to the RBO filing requirements. 5AMLD extended the deadline for introducing a RBO for in-scope trusts until 10 March 2020.
What information needs to be filed in the RBO?
The information to be provided by in-scope entities to the RBO includes name and registered number of the in-scope entity together with, for each beneficial owner, name, date of birth, nationality, country of residence, a statement of nature and extent of beneficial interest held or control exercised and evidence of verification of identity (see further below).
The Regulations require that each in-scope entity keeps its internal BOR up-to-date and aligns it with the RBO by notifying any changes to the RBO within 14 days.
To what extent will beneficial ownership information be publicly available?
There are two tiers of access to RBO data. Tier 1 provides unrestricted access to data on the RBO to certain specified authorities and Tier 2 provides restricted access to “designated persons” and members of the public (click here for further details). Those with Tier 2 access will be able to download certain data on the RBO by purchasing a beneficial ownership report for an in-scope entity for a fee of €2.50 via an online search facility on the RBO website.
4AMLD and 5AMLD also require the European Commission to facilitate pan-EU interconnectivity of each EU Member State’s RBO by 10 March 2021.
New - Verification of Identity of Beneficial Owners
The CRO has recently clarified how the obligation to verify the identity of beneficial owners will be applied:
- For each beneficial owner who has a PPS number, notification to RBO of PPS Number - PPS numbers will not appear on the RBO and only an encrypted copy will be retained by CRO; or
- For any other beneficial owner, file Form BEN2 (Declaration as to Verification of Identity) with the RBO - the beneficial owner must sign (and have witnessed by a solicitor/Commissioner for Oaths or, if outside the State, notarised) a declaration confirming their name, date of birth, nationality, and address. Only one Form BEN2 is submitted for each beneficial owner, who is then assigned a RBO Transaction Number to be used for future filings.
- All Irish legal and corporate entities and in-scope trusts must maintain up-to-date internal BORs.
- In-scope entities must submit beneficial ownership information to RBO by 22 November 2019 via the RBO website.
- In-scope trusts should be aware that establishment of RBO for trusts is imminent, keep up-to-date on developments and ensure they are in a position to comply with legal obligations.