RBO Deadline – 22 November 2019 — Are You Ready?

The 22 November 2019 deadline for Irish companies and industrial and provident societies (“societies”) to upload the information in their internal beneficial ownership registers to the central Register of Beneficial Ownership (“Central RBO”) is fast approaching.

Companies and societies which fail to file beneficial ownership information to the Central RBO by 22 November 2019 will be in breach of their statutory duty to file such information and may face penalties under the EU (Anti-Money Laundering: Beneficial Ownership of Corporate Entities) Regulations 2019 (the “Regulations”), including fines of up to €500,000.

What are the key timelines for the RBO?  

• Companies and societies incorporated before 22 June 2019 must file beneficial ownership  and verification information (PPSN or Form BEN2) to the Central RBO by 22 November 2019^*.
• Companies and societies incorporated since 22 June 2019 must file beneficial ownership information to the Central RBO within 5 months of incorporation.
• Companies and societies are required to hold “adequate, accurate and current” information on their beneficial owners.  Any changes to beneficial ownership must be transmitted to the Central RBO within 14 days of updating the internal register.

^{* Most listed plcs are exempted from the scope of the applicable regulations.  Corporate entities other than the categories noted above (for instance, semi-state bodies, ICAVs etc) 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.}

What must companies and societies do to comply with this obligation?

Most corporate entities* have been required to maintain internal beneficial ownership registers since 2016 and, as such, are already required to investigate their own beneficial ownership and keep the information in their internal registers up to date. The information required includes names, dates of birth, residential addresses, nationality of beneficial owners, and a statement of the nature and extent of the interest held or control exercised.   

Additionally, two new obligations introduced in 2019 require companies and societies to:

• file the beneficial ownership information in their internal registers publicly to the Central RBO by the deadlines noted above; and
• obtain and hold the PPSN (the Irish equivalent of a social security number) of each beneficial owner who is entitled to one. PPSNs are provided to the Registrar to verify the beneficial ownership information submitted to the Central RBO.

Who is a beneficial owner?

A beneficial owner is an individual who ultimately owns or controls the relevant entity, indicated by a person holding directly or indirectly more than 25% plus one share of shares, or more than 25% voting rights or ownership interest, or exercising control through other means such as by exercising dominant influence or having the power to appoint or dismiss the majority of the board.   

The analysis is not always straightforward, e.g., where a company has a complicated shareholding structure, a complex ownership chain involving multiple layers of corporate entities and/or trust arrangements or where voting rights or other forms of control are held via contractual arrangements.

Where no individuals are identified, the senior managing officials (including the directors and CEO) of the company or society are treated as the beneficial owners and their information must be registered in the internal register and reported to the RBO.

What happens if a person does not have a PPSN?

Where a beneficial owner is not entitled to and does not have a PPSN, he or she must download a Form BEN2. This is a declaration to be signed by the beneficial owner in the presence of a witness or, if declared overseas, in the presence of a notary public. The Form BEN2 is then scanned and uploaded to the Central RBO and the person is assigned an RBO Transaction Number. The upload facility recently became available through the RBO online portal. This RBO Transaction Number can be used in all subsequent filings for the same person.   

Why are registrations being rejected?

According to the Registrar, a high volume of registrations are being rejected. This is primarily due to a mismatch 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 Dept 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, using abbreviated or varied forms of a name.

For advice or assistance on compliance with statutory beneficial ownership obligations, including undertaking the beneficial ownership analysis and the obligation to monitor beneficial ownership on an ongoing basis, contact Gillian O'Shaughnessy, any member of our Corporate Governance and Compliance Group or your usual ByrneWallace contact.  ByrneWallace Corporate Secretarial can assist with establishment and maintenance of internal registers and filings to the Central RBO as part of their compliance services.

Related briefings on the Central RBO and beneficial ownership

• Central Register of Beneficial Ownership Now Live – 22 Nov 2019 Compliance Deadline!
• New rules regarding maintenance and disclosure of beneficial ownership of Irish corporate entities
• What you need to know about the Beneficial Ownership of Trusts Regulations 2019
• Company Law Review - Highlights of 2018 and what to expect in 2019

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The above information is intended as a guide for reference purposes only and does not purport to be legal advice. Readers are advised to seek independent professional advice before acting on anything contained in these materials.