About The Register of Beneficial Ownership

Article 30(1) of the EU’s Fourth Anti-Money Laundering Directive (4AMLD) requires all EU Member States to put into national law provisions requiring corporate and legal entities to obtain and hold adequate, accurate and current information on their beneficial owner(s) in their own internal beneficial ownership register.

Article 30(3) of 4AMLD requires that the information referred to above be held in a central register in each Member State

The Registrar of Beneficial Ownership of Companies and Industrial and Provident Societies is a Prescribed Person Under the Protected Disclosures Act 2014, as amended.

The RBO on behalf of the Registrar on receipt of a Protected Disclosure Form will:

  1. acknowledgement, in writing, to the reporting person of receipt of the report not more than 7 days after receipt of it,
    1. except where the reporting person explicitly requested otherwise or
    2. the prescribed person reasonably believes that acknowledging receipt of the report would jeopardise the protection of the identity of the reporting person
  2. will carry out the following actions:
    1. an initial assessment, including seeking further information from the reporting person if required, as to whether-
      1. there is prima facie evidence that a relevant wrongdoing may have occurred, and
      2. the reported matters fall within the scope of the RBO and the prescribed person area of responsibility
    2. if, having carried out an initial assessment, the prescribed person decides that there is no prima facie evidence that a relevant wrongdoing may have occurred then the prescribed person will notify the notify the reporting person of
      1. the closure of the investigative process
      2. the reasons for the decision to close
    3. if, having carried out an initial assessment, the prescribed person decides that there is prima facie evidence that a relevant wrongdoing may have occurred, but that the relevant wrongdoing is clearly minor and does not require further follow-up then the prescribed person will notify the notify the reporting person of
      1. the closure of the investigative process
      2. the reasons for the decision to close
    4. having carried out an initial assessment
      1. closure of the procedure in the case of repetitive reports where the prescribed person decides that the report does not contain any meaningful new information about a relevant wrongdoing compared to a previous report (including any report made before the commencement of section 11 of the Protected Disclosures (Amendment) Act 2022 (in this clause referred to as a “past report”)) made or transmitted to the prescribed person or to any other person in respect of which the relevant procedures (including any procedures that applied at the time any past report was made) were concluded, unless new legal or factual circumstances justify a different follow-up, and
      2. notification of the reporting person, in writing, as soon as practicable, of the decision referred to in clause (I) and the reasons for it;
    5. if, having carried out an initial assessment, the prescribed person decides that there is prima facie evidence that a relevant wrongdoing may have occurred and the report concerns matters that fall within the scope of the matters referred to in subparagraph (i)(II), the taking of appropriate action, in accordance with the functions conferred on the prescribed person by or under this or any other enactment, to address the relevant wrongdoing, having regard to the nature and seriousness of the matter concerned;
    6. having carried out an initial assessment, if the prescribed person decides that the disclosure is not within the scope of the RBO will
      1. forward to the relevant prescribed person were available
      2. where there is no relevant prescribed person then forward to the office of the Protected Disclosures Commissioner
  • notification of the reporting person, in writing, as soon as practicable, of the decision referred to in clause (I) and the reasons for it;
  1. where the process is not closed under subparagraph 2a, 2b or 2d and the report has not been forwarded to any other prescribed person or persons or the Commissioner, the RBO will notify the reporting person within a reasonable period, being not more than—
    1. 3 months from the date of the acknowledgement, or
    2. 6 months from the date of the acknowledgement in duly justified cases due to the particular nature and complexity of the report, or
    3. where feedback is not likely to be provided to the reporting person within the period of 3 months or 6 months the RBO will notify the reporting person, in writing, as soon as practicable of the extension of that period;
    4. the provision to the reporting person, where he or she so requests in writing, of further feedback at intervals of 3 months until such time as the procedure relating to the report concerned is closed, the first such period of 3 months commencing on the date on which feedback is provided to the reporting person

Filing a Protected Disclosure Report

A protected disclosures report should be filed by the provided form in the first instance and emailed to the RBO enquiries email address at: enquiries@rbo.gov.ie and marked as confidential in the subject line or emailing Ms Heather Murray at heather.murray@enterprise.gov.ie
A copy of the form is available here.

Reporting a Protected Disclosure by Phone

The RBO has a confidential phone number for making a protected disclosures report. The contact person is Ms Heather Murray, at 087 9368795

Reporting a Protected Disclosure by Post

The protected disclosures Form can be posted to: PO Box 178, Carlow, also marked confidential.

A Statutory Instrument, No 110 of 2019, to establish a Central Register of Beneficial Ownership of Companies and Industrial and Provident Societies (RBO) was recently signed into law by the Minister for Finance.

A link to SI 110/2019 is provided here:  http://www.irishstatutebook.ie/eli/2019/si/110/made/en/pdf

This legislation provides for the appointment of a Registrar of Beneficial Ownership of Companies and Industrial & Provident Societies. The intention is that this function will be given to the Registrar of Companies.

Statutory Instrument No 560/2016, which required all corporate and legal entities to hold adequate, accurate and current information on their beneficial owner(s) in their internal register, has been revoked with immediate effect and replaced by SI 110 of 2019. Part 3 of the SI, which relates to the establishment of the central register, will come into operation on 29th July 2019.

In accordance with the SI, the RBO will begin to accept on-line filings from 29th  July 2019. Companies and I&Ps will have until 22nd November 2019 to file their RBO data without being in breach of their statutory duty to file.

The office of the Registrar of Beneficial Ownership (RBO) will contact each company and I&P about their filing obligations in the coming weeks.

An RBO website will be launched on 29 APRIL which will provide further information to customers.

In the meantime, information on the RBO will be regularly updated on this page and please see our frequently asked question section (FAQ) for more detail on the information to be filed with the RBO.

Queries in relation to Statutory Instrument No 110 of 2019 should be sent to aml@finance.gov.ie

The Register of Beneficial Ownership (RBO) is the central repository of information held by companies and industrial & provident societies in their own internal registries in respect of the natural persons who are their beneficial owners/controllers.

Filing of beneficial ownership details with the Central Register will be done only by entering the required information for each beneficial owner though an on-line portal. It is not possible to file beneficial ownership details on paper, by post, by email or on any CRO form. There is no fee for filing.

The information that is required to be filed with the RBO in respect of each beneficial owner (who must be a natural person) is as follows:
– Forename & Surname
– Date of birth

– Personal Public Service Number (PPSN)
– Nationality
– Residential address
– A statement of the nature of the interest held by each beneficial owner (e.g. controlling shareholder)
– A statement of the extent of the interest held by each beneficial owner (e.g. controller of 26% of shares in company)
– The date on which each natural person was entered in the company’s own register as a beneficial owner

– The date of cessation as beneficial owner (if applicable)

– If, having exhausted all possible means, no natural persons are identified as beneficial owners, there shall be entered in the register the names and details of the natural person(s) who hold the position(s) of senior managing official(s) of the company/I&P. Relevant entities shall keep records of the actions taken to identify their beneficial owners (Regulation 5(5) of S1 110/2019).

– Details of the presenter making the entry in the RBO on behalf of the company, i.e. name, contact details and capacity in which they are filing.

Article 3(6), 4AMLD, defines a beneficial owner, in the case of corporate entities, as follows:

(i) the natural person(s) who ultimately owns or controls a legal entity through direct or indirect ownership of a sufficient percentage of the

  • ● shares or
  • ● voting rights or
  • ● ownership interest in that entity, including through bearer shareholdings, or
  • ● through control via other means,

 

other than a company listed on a regulated market that is subject to disclosure requirements consistent with Union law or subject to equivalent international standards which ensure adequate transparency of ownership information.

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

A shareholding of 25 % plus one share or an ownership interest of more than 25 % in the customer 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.

In relation to “control via other means”, Recital 13, 4AMLD, states:

Identification and verification of beneficial owners should, where relevant, extend to legal entities that own other legal entities, and obliged entities should look for the natural person(s) who ultimately exercises control through ownership or through other means of the legal entity that is the customer. Control through other means may, inter alia, include the criteria of control used for the purpose of preparing consolidated financial statements, such as through a shareholders’ agreement, the exercise of dominant influence or the power to appoint senior management.

(ii) if, after having exhausted all possible means and provided there are no grounds for suspicion, no person under point (i) is identified, or if there is any doubt that the person(s) identified are the beneficial owner(s), the natural person(s) who hold the position of senior managing official(s). The obliged entities shall keep records of the actions taken in order to identify the beneficial ownership under point (i) and this point;

The full text of the Fifth Anti-Money Laundering Directive (5AMLD) can be found at https://bit.ly/2KPksQk

An updated version of 4AMLD, incorporating the changes in 5AMLD, can be found at https://bit.ly/2JNee7z

This information is provided by the CRO for guidance only and is not a legal interpretation of the SI or the EU Directives.

If in doubt a company should seek its own legal advice.