Central Register of Beneficial Ownership Deadline for filing 22 November 2019

Companies have until the 22nd November 2019 to file their beneficial ownership information on the Central Register of Beneficial Ownership of Companies

Who is a beneficial owner?

A "beneficial owner" is a natural person who ultimately owns or controls a company through direct or indirect ownership of a sufficient percentage of the shares; or voting rights; or ownership interest in that company or through control via other means.  A shareholding or ownership interest of more than 25% in the company would be an indication of direct ownership.

What information must be obtained?

Companies must obtain the following information about their beneficial owners:

1. Name
2. Residential Address
3. Date of birth
4. Nationality
5. PPS number (personal public service number, issued by the Department of Employment Affairs and Social Protection) and
6.  a statement of the nature and extent of the individual's interest in or control over the relevant entity.

This information (except for the PPS number) must be recorded on a register of beneficial ownership maintained by the company.  Where the beneficial owners are not identified or there is a doubt as to the identity of the beneficial owner, the company is obliged to enter the same details (name, date of birth, nationality etc) of the senior managing officials (eg directors, or the CEO) of the company into the beneficial ownership register. 

Filing in RBO

Companies are obliged to file the information about their beneficial owners in the RBO.  Where the beneficial owner does not have an Irish PPS number, a sworn declaration of identity in the form provided by the RBO (a Form BEN2) must be completed and filed.  All filings are done electronically.  Most of the information filed in the RBO will be available to the public.

Companies must keep the details on the RBO up to date and in this regard must notify the RBO of any changes to their beneficial owners or their details. 

Penalties

A company that fails carry out its obligations relating to the keeping of a beneficial ownership register and filing details of its beneficial owners, may be liable to a fine of up to €500,000.

Next steps

• If they have not already done so, companies should immediately create a register of beneficial ownership and take steps to obtain the required information and to enter it on the register.
• Even where companies have already created a beneficial ownership register, they will need to ensure that it is up to date and in addition, they will need to obtain the PPS numbers of their beneficial owners where available.
• Ensure that beneficial ownership information is filed in the RBO before 22 November 2019 (or five months from incorporation, whichever is later). 
• Companies should put in place procedures to ensure their beneficial ownership information is kept up to date.

If you have any questions about the above steps or about identifying your company's beneficial owners, please contact Kevin O Donnell or a member of the RDA Team.