I propose to take Questions Nos. 376 and 377 together.
From November 2016, companies have been obliged to obtain and hold adequate, accurate and current information in respect of the natural persons who are their beneficial owners/controllers.
Under S.I. No. 110 of 2019, as made by the Minister for Finance, the Central Register of Beneficial Ownership of Companies and Industrial and Provident Societies (RBO) is the central repository of such information held by companies and industrial and provident societies.
The RBO is a requirement of the EU’s Fourth Anti-Money Laundering Directive (4AMLD) and is designed to prevent money laundering and terrorist financing. The purpose of collecting data on the beneficial owners of companies is to identify the natural persons who are the real owners/controllers of a company and make this data available to Financial Intelligence Units (FIUs), state competent authorities, obliged entities and the general public in order to prevent the use of the European Union’s financial system for the purposes of money laundering and terrorist financing. It is an EU requirement and part of larger efforts by Ireland internationally to combat money laundering, organised crime and terrorism.
The Department of Finance takes a lead role in the forming of national policy regarding negotiations at EU level on the introduction of Anti-Money Laundering legislation. Irish policy is informed and assisted by the Private Sector Consultative Forum (PSCF), which provides an information-sharing framework for private sector stakeholders and designated persons to regularly engage with public agencies on all anti-money laundering and countering the financing of terrorism issues.
Filing with the RBO is free and is a fully electronic process. Full details on registration are provided on the RBO website at www.rbo.gov.ie , including “how to” guides and a Frequently Asked Questions (FAQ) section. Enquiries can be submitted by e-mail, although I understand that 90% of enquiries received to date are already answered on the FAQ section.
Newly incorporated companies have a period of five months after the date of incorporation to file their beneficial ownership information.
In order to comply with the EU's Fourth Anti-Money Laundering Directive, the Registrar of Beneficial Ownership is required to validate the data entered in the RBO in respect of each beneficial owner. This is to ensure that the natural person exists, is still alive and to avoid duplication on the Register. As part of the validation process, the Registrar compares the data filed with the RBO against the data registered with the Department of Employment Affairs and Social Protection (DEASP) for that person, using an electronic interface.
Under Data Protection Regulations, the RBO does not have access to the personal details entered by the presenter and as such is not in a position to share personal information on potential beneficial owners and reasons for rejection of submissions. Nevertheless, common reasons for RBO submission rejection are listed on the RBO FAQ section and a contact point in DEASP is provided where companies can check the data held by DEASP for each beneficial owner so that they can enter matching data in the RBO.
The information that is required to be filed with the RBO in respect of each beneficial owner (who must be a natural person) is as follows:
- Forename and Surname;
- Date of birth;
- Personal Public Service Number (PPSN) except where a beneficial owner does not have a PPSN, in which case a Declaration as to Verification of Identity can be uploaded;
- Residential address;
- A statement of the nature of the interest held by each beneficial owner (e.g. controlling shareholder);
- A statement of the extent of the interest held by each beneficial owner (e.g. controller of 26% of shares in company);
- The date on which each natural person was entered in the company's own register as a beneficial owner;
- The date of cessation as beneficial owner.
If, having exhausted all possible means, no natural persons are identified as beneficial owners, there shall be entered in the RBO the names and details of the natural person(s) who hold the position(s) of senior managing official(s) of the company/industrial and provident society. Relevant entities shall keep records of the actions taken to identify their beneficial owners.
The following details of the presenter making the entry in the RBO on behalf of the company are required, i.e. name, contact details and capacity in which they are filing.
Obligations under S.I. No. 110 of 2019 on anti-money laundering and terrorist financing are legally separate to company law requirements under the Companies Act 2014.
The 2014 Act consolidated all existing company law in Ireland providing a corporate legislative framework that reflects international best practice. The Act recognises the ‘Think Small First’ principle by placing less onerous compliance and reporting requirements on SMEs facilitating the growth of new companies and associated employment. Nevertheless, limited liability itself is a concession by the State to business, and must therefore be tempered by robust regulation to protect creditors' interests and to ensure this concession is not abused.
Information on incorporation and filing requirements with the Companies Registration Office is available on the CRO website at https://www.cro.ie/ .