European Union Anti-Money Laundering Beneficial Ownership Of Corporates Regulations 2019

On 22 March 2019, the Department of Finance released regulations to set up a Central Register of Beneficial Ownership of Corporates in Ireland (the “Regulations”).

Background

The Regulations require all corporate entities to submit the details of their Ultimate Beneficial Owners (“UBO”) with the Companies Registration Office (“CRO”) which will maintain a central repository of information.

The Regulations transpose certain provisions of the 4th AML Directive (Directive (EU) 2015/849 of the European Parliament and Council dated 20 May 2015), as well as the 5th AML Directive (Directive (EU) 2018/843 of the European Parliament and Council dated 30 May 2018) into Irish law (the “Law”).

What is the central register of beneficial owners of companies and industrial and provident societies (“RBO”)?

The central register retains specific information on the UBO of corporate and other legal entities incorporated in Ireland (the “registered entities”). UCITS and AIFs including ICAV’s, fall within the scope of the Regulations.

Note: For ICAV’s it is not yet determined which body in Ireland will be responsible of the control and monitoring of the UBO.

The UBO is

Any natural person(s) who ultimately owns or controls an entity and/or any natural person(s) through direct or indirect ownership of a sufficient percentage of shares or voting rights or ownership interest in that entity, including through bearer shares, or through control via other means on whose behalf a transaction or activity is conducted, which includes:

Direct ownership
A shareholding of 25% plus one share or an ownership interest of more than 25% in the client held by a natural person(s) shall be an indication of direct ownership.

Indirect ownership
A shareholding of 25% plus one share or an ownership interest of more than 25% in the client held by a corporate entity, which is under the control of a natural person(s), or by multiple corporate entities, which are under the control of the same natural person(s), shall be an indication of indirect ownership.

Control via other means
If all efforts to identify a beneficial owner are unsuccessful or if there is no natural person(s) holding in excess of 25% of a company’s assets, the senior management (generally the fund board) of the entity must be entered on the register of beneficial owners. In such cases a record must be maintained of all the actions taken to identify beneficial ownership.

Who is maintaining the RBO?
The RBO will be managed and monitored under the control and supervision of the CRO. The information to be held will include Name, Nationality, Date of birth, Residential address, PPSN where relevant, a statement of the nature and extent of beneficial interest held by each such beneficial owner and dates of commencement and cessation of beneficial owner.

This information must be adequate, sufficient, accurate and up-to-date and must be justified by the relevant documentation. This information must be filed electronically on the online portal within 14 days from when the entity has become aware or should have become aware of the event requiring the registration or modification of information.

What is the timeframe?

From 22 June 2019, all concerned entities have five months to fulfil their filing obligations. Any change in a UBO must be published within 14 days from the date the change was known to the entity. A relevant entity that fails to comply and commits an offence shall be liable, on summary conviction to a class A fine not exceeding €500, 000.

How can Sanne assist?

Sanne's multi-disciplinary team are highly skilled and knowledgeable and have a deep understanding of clients' issues and market trends. Sanne can provide the full range of services to comply with the obligations under the Regulations:

• Review of who is to be registered as the UBO.
• Preparing the file to be registered with the RBO, ensuring completeness and accuracy of the relevant information and supporting documentation.
• Registration with the RBO and subsequent follow up communications.
• Continuous monitoring of information filed with the RBO remains accurate.
• Update registrations, if UBOs change their information.
• Communication with the RBO or any other authorities in relation to questions on UBOs.
• Preparing and maintaining the internal file to be kept at the registered office, including electronic file management.

For further information on our services please contact:

Philip Dempsey