Deadline looms for Irish entities to report beneficial ownership

Monday, 18 November 2019
Irish corporate entities founded before 22 June 2019 have until 22 November to report their beneficial ownership information to the Companies Registration Office's Central Register of Beneficial Ownership of Companies and Industrial and Provident Societies (the Central RBO). Entities incorporated after 22 June must file within five months of incorporation.

Failure to file may result in penalties under the EU (Anti-Money Laundering: Beneficial Ownership of Corporate Entities) Regulations 2019 (Statutory Instrument No. 110/2019), including fines of up to EUR500,000.

Direct or indirect shareholdings of more than 25 per cent are regarded as indicating ownership. Entities are obliged to provide timely access to their register of beneficial owners on request by any of the Garda Siochána (the police service of the Republic of Ireland), the Revenue Commissioners, the Criminal Asset Bureau, a companies inspector, or a 'competent authority’ as defined in the anti-money laundering legislation.

Reports must include the personal tax identification numbers (PPSNs) of the relevant individuals, if Irish. Otherwise, or if the individual has not been issued with a PPSN, a new form (BEN2) must be completed by the individual so they can be issued with a beneficial owner transaction number. The BEN2 form requires the individual's name, date of birth, nationality and residential address, and a statutory declaration. The information will not be disclosed externally and will be stored in coded format to prevent identification.

Relevant entities are required to provide details for the entity's senior managing officials if its beneficial owners cannot be identified. The same details must be entered on the register for a senior managing official as for any beneficial owner.

Most listed PLCs are exempt. Other corporate entities, such as Irish collective asset-management vehicles (ICAVs), are not yet required to file beneficial ownership information to the Central RBO but are required to maintain accurate and up-to-date internal beneficial ownership registers, as have most corporate entities since 2016. Separate arrangements will ultimately be put in place for ICAVs.

According to the Registrar, a high volume of registrations are being rejected, usually because of mismatches between the name of the beneficial owner as submitted to the Central RBO and the name associated with the PPSN of the beneficial owner on the records of the Department of Employment Affairs and Social Protection. Some common reasons for rejection include using the individual's maiden name instead of married name or vice versa, or using the Irish version of a name when the English version is registered and vice versa, or using abbreviated or varied forms of a name.

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