*Not Spam – Company Compliance Obligation!!

If you are a Director or a Secretary of a company and are unaware of the requirements then you are not alone as we have had a number of clients email us to query whether these emails are spam. This is a new anti-money laundering compliance requirement whereby all companies in Ireland are obliged to upload the details of all beneficial owners of the company.

If you are the Secretary of a Company in Ireland you will have received an email from the CRO in relation to the company’s duties to file a return to the http://www.rbo.gov.ie.

Background

The Criminal Justice (Money Laundering and Terrorist Financing) (Amendment) Act 2018 transposes the majority of the Fourth EU Money Laundering Directive (4MLD) into National Law. Statutory Instrument Number 110 of 2019 transposes the elements of 4AMLD & 5AMLD that require companies and industrial and provident societies to maintain an internal register of their beneficial owners and to file this information with a central register.

The Regulations came into effect on the 22nd March 2019, with immediate effect for companies/societies to create and maintain their own internal register.

Any company/society who has not filed on or before the 22nd November 2019, will be deemed to be late and be subject to sanctions as prescribed in the Regulations including significant fines

The central Register of Beneficial Ownership of Companies and Industrial and Provident Societies (RBO) is a standalone Register which is being established under anti-money laundering legislation, not company law.

The filing of beneficial ownership data must be done through the on-line portal on the RBO website http://www.rbo.gov.ie and is therefore a process separate to the registration of information/forms under the Companies Acts etc. If we act as your professional advisers then we are authorised to present this information on your behalf as Presenters and can provide you with the assurance that this will be complete in advance of the filling deadline and not leave you exposed to potential non-compliance sanctions and fines. We will be in contact shortly to confirm your company details before completing the submission.

RBO – Information Requirement

The requirement for corporate and legal entities (“companies/societies”) to hold their own beneficial ownership register was transposed into Irish law by Statutory Instrument No 110 of 2019. The following information is required for each Beneficial Owner:

  • Company / Society Name:
  • Company / Society Number:
  • Surname:
  • Forename(s):
  • Date of Birth:
  • PPS Number
  • Nationality
  • Country of Residence:
  • Statement of the nature & extent of interest held:
  • Statement of the nature & extent of control exercised:
  • Residential Address:
  • Eircode (optional):
  • Date of entry as beneficial owner:
  • Date of cessation as beneficial owner:
  • If either,
    • after having exhausted all possible means and provided there are no grounds for suspicion, no natural person is identified, or
    • if there is any doubt that any natural person so identified is a beneficial owner of the relevant entity, there shall be entered in the company/society’s internal register as its beneficial owners, the names and details of the one or more natural person(s) who hold the position(s) of senior managing official(s)(SMO) of the company/ society.

All the same details must be entered in the internal register and in the RBO for an SMO as for any other beneficial owner. Relevant entities shall keep records of the actions taken to identify their beneficial owners. (Regulations 5(4) & (5) of S1 110/2019 refer).

  • Presenter Details:
  • Name of presenter:
  • Address of presenter:
  • Phone number of presenter:
  • e-Mail address of presenter:
  • Capacity in which the presenter is acting: (eg officer/employee of company/ society, person acting on behalf of the company/society etc).
  • If the presenter is not a natural person, please enter the name, address, phone number and e-mail address of a natural person for correspondence purposes.

Companies/societies should familiarise themselves with their responsibilities as set out in Regulation 21 of Statutory Instrument No 110/2019

  1. to maintain an internal register of beneficial owners, and
  2. to file data with the Central Register (RBO).

Companies/societies and their agents should also be aware of their responsibilities under GDPR for safeguarding any personal data they hold in respect of its beneficial owners.

Entities should seek their own legal advice/opinion to ensure compliance in this regard.

* The forename & surname entered in the RBO Portal must match the legally registered name of the natural person, i.e. the name as registered on your PPSN with the Department of Employment Affairs and Social Protection.

The Registrar reserves the right to reject any submission where the name entered on the RBO Register does not match the name as registered on your PPSN with the Department of Employment Affairs and Social Protection.