AML Update: Central Register of Beneficial Ownership is Now Live
The Central Register of Beneficial Ownership of Companies and Industrial and Provident Societies (the Central Register) is now open and Irish entities have until 22 November 2019 to file their beneficial ownership details.
The European Union (Anti-Money Laundering: Beneficial Ownership and Corporate Entities) Regulations 2016 (the 2016 Regulations) implemented Article 30 of the Fourth Anti-Money Laundering Directive (EU) 2015/849 (4AMLD) and took effect in Ireland on 15 November 2016. See our previous OnPoint for more detail.
The European Union (Anti-Money Laundering: Beneficial Ownership and Corporate Entities) Regulations 2019 (the 2019 Regulations), which came into force on 22 March 2019, revoked and replaced the 2016 Regulations with immediate effect.
The obligation on relevant entities1 to gather information and maintain an internal beneficial ownership register remains. Part 2 of the 2019 Regulations largely restates the 2016 Regulations. However, the most significant addition to the beneficial ownership requirements is introduced under Part 3 the 2019 Regulations and requires relevant entities to file information on a central register.
The Central Register opened on 29 July 2019, and existing companies and industrial and provident societies must file the details of their beneficial ownership by the 22 November 2019 deadline. Companies and industrial and provident societies incorporated after 22 June 2019 are required to file the details of their beneficial ownership within five months of their incorporation.
The Central Register is currently accepting filings solely through the online registration portal and there is no fee for such online filings.
Information to be filed on the Central Register
The information in respect of beneficial owners (must be natural person(s)) that is required to be filed by 22 November 2019 includes:
- date of birth;
- Personal Public Service Numbers (PPS Numbers), if relevant;
- residential address;
- a statement of the nature and extent of the interest held by each beneficial owner;
- the date on which each natural person was entered in the register as a beneficial owner;
- the date of cessation of the beneficial owner; and
- if, having exhausted all possible means, no natural persons are identified as beneficial owners, the names and details of senior managing officials shall be entered in the register (i.e. directors of a fund). Relevant entities are required to keep a record of the actions taken to identify their beneficial owners.
A relevant entity must keep its beneficial ownership register up to date, and this information must align with that filed on the Central Register. Any changes to the information filed on the Central Register must be notified to the Central Register within 14 days.
Access to the information on the Central Register
There will be two tiers of access to data on the Central Register:
1. Unrestricted access to the information in the Central Register will be afforded to authorised officers within certain organisations i.e. an Garda Síochána, the Financial Intelligence Unit of an Garda Síochána (the Irish police force), the Revenue Commissioners, the Criminal Assets Bureau and the Central Bank of Ireland (the Central Bank); and
2. Restricted access to information in the Central Register will be made available to the general public and designated persons carrying out due diligence, save where the beneficial owner is a minor. Those with restricted access will be able to access the name, month and year of birth, nationality, country of residence and statement as to the nature and extent of the beneficial interest held. The beneficial owner’s date of birth and address will not be available to those with restricted access.
Beneficial owners who do not have a PPS Number (i.e. non-Irish beneficial owners), must complete a Form BEN2 (Declaration as to Verification of Identity) and submit it to the Central Register. The beneficial owner will then be assigned an "RBO Transaction Number." This number can be used for future filings on the Central Register.
There has been a significant increase in the penalties which can be imposed for breach of the 2019 Regulations. Failure to maintain an “adequate, accurate and current” register of beneficial owners of a relevant entity and/or failure of a company or industrial and provident society to deliver beneficial ownership details to the Central Register may result in:
- on summary conviction, a Class A fine (not greater than €5,000); or
- on conviction on indictment, a fine not exceeding €500,000.
Irish Collective Asset-management Vehicles (ICAVs)
ICAVs are subject to the same requirements as Irish companies to maintain a beneficial ownership register and to file this on a central register. However, there is an apparent gap in the 2019 Regulations as it states that part of the information to be submitted by the relevant entity on the Central Register includes the registered name and number of the entity kept under the Companies Act 2014 or the Industrial and Provident Societies Acts 1893 to 2014. As ICAVs are not registered under these statutes, a separate central register will need to be established for ICAVs. It is understood that the Central Bank will perform this function, although this has yet to be confirmed.
1) Relevant entity – a corporate or other legal entity incorporated in the State and includes a company and any other body corporate so incorporated. This does not include a company listed on a regulated market that is subject to disclosure requirements consistent with European Union law or subject to equivalent international standards which ensure adequate transparency of ownership information. In practice this means, by way of example, investment funds incorporated as public limited companies (plcs), or management companies incorporated as companies limited by shares (Ltds) or designated activity companies (DACs).