About RBO

2023 RBO Annual Report
2022 RBO Annual Report
2021 RBO Annual Report
2020 RBO Annual Report
2019 RBO Annual Report

2023 RBO Protected Disclosures Report 

2022 RBO Protected Disclosures Report

2021 RBO Protected Disclosures Report

2020 RBO Protected Disclosures Report

Reporting a Protected Disclosure to the Registrar of Companies

The Registrar of Companies is a Prescribed Person under the Protected Disclosures Act 2014, as amended (“the 2014 Act”) by reason of section 7 of the Protected Disclosures Act 2014 and the Protected Disclosures Act 2014 (Disclosure to Prescribed Persons) Order 2020 (“the Order”) as amended.

The Order describes the functions for which the Registrar is responsible under the 2014 Act (“the Registrars functions”) namely:-

All matters relating to—

• the registration, and the enforcement of filing obligations, of companies under the Companies Act 2014 (No. 38 of 2014), and

• the registration of business names under the Registration of Business Names Act 1963 (No. 30 of 1963).

A protected disclosure may be made to the Registrar if the reporting person objectively reasonably believes that the relevant wrongdoing falls within the description of matters for which Registrars functions and that the information disclosed, and any allegation contained in it, is substantially true.

Limitations on the Functions of the Registrar

Please be aware that the Registrar is a statutory body, which can only act within functions conferred on the Registrar by the appropriate legislation.

The Registrar therefore cannot investigate every complaint of every type of wrongdoing.

In addition, the Registrar has no investigative powers under the Companies Act 2014 (“the Companies Act” or the Registration of Business Names Act 1963 and, in such circumstances may have to refer issues related to such matters to another prescribed body or to the Protected Disclosures Commissioner if same require investigation.

Manner of Reporting a Protected Disclosure

A protected disclosure to the Registrar should be made in the manner set out below at the end of this note.

What is a Protected Disclosure?

Section 5 of the 2014 Act defines a protected disclosure as disclosure of information by a worker, which in their reasonable belief, tends to show one or more relevant wrongdoings, which came to the worker’s attention in a work-related context and is disclosed in the manner outlined in the Act as amended.

Actions that constitute relevant wrongdoings under the Act include:

1. 1. criminal offences;
   2. failure to comply with any legal obligation (other than one arising out of a worker’s contract of employment or contract for services);
   3. a miscarriage of justice;
   4. endangerment of an individual’s health or safety;
   5. damage to the environment;
   6. unlawful or improper use of funds or resources by a public body;
   7. oppressive, discriminatory or grossly negligent behaviour or gross mismanagement by a public body;
   8. breaches of European Union law set out in the 2022 Act linked above; and
   9. concealment or destruction of evidence relating to any of the above wrongdoings.

Matters concerning interpersonal conflict between the worker and another colleague, or their employer, does not generally constitute a wrongdoing under the Act. Such conflicts should be dealt with through the internal grievance procedure provided for by the employer.

Who is a worker?

Who is protected under the legislation?

A “worker” is defined by the Act as an individual working in the private or public sector who acquired information on relevant wrongdoings in a work-related context and includes:

1. 1. employees and former employees,
   2. persons who provide or provided services to another party under contract,
   3. agency and former agency workers,
   4. board and former board members (including non-executive members),
   5. shareholders and former shareholders,
   6. trainees and former trainees,
   7. volunteers and former volunteers,
   8. job applicants,
   9. individuals involved in pre-contract negotiations, and
   10. members and former members of the Defences Forces (including the Reserves).

The Act also protects workers who make a disclosure by way of an anonymous report. If a worker makes an anonymous report and is subsequently identified and penalised for doing so, for the purposes of the Act, that worker will be considered to be a worker who made a protected disclosure and is therefore entitled to the full protections of the Act.

External Reporting Channels and Procedures

Protected disclosures made to the Registrar will be dealt with through an independent and autonomous external reporting channel (“external reporting channel and procedures”) in accordance with the 2014 Act. The reporting channel is run by an impartial person or persons, known as a “designated person(s)”. Designated persons are appointed by the Registrar and are responsible for handling reports and maintaining contact with the reporting person. Designated persons working on a protected disclosure delegation have been trained in the handling of such reports. The reporting channel and its procedures are designed and operated in a manner that ensures the completeness, integrity and confidentiality of the persons and information concerned.

The external reporting procedures include the following:

1) the designated person or the Registrar as the case may be, will acknowledge , in writing, to the reporting person of receipt of the report not more than 7 days after receipt of it,

a) except where the reporting person explicitly requested otherwise; or

b) the designated person or the Registrar as the case may be, reasonably believes that acknowledging receipt of the report would jeopardise the protection of the identity of the reporting person.

2) the designated person or the Registrar as the case may be, will carry out the following actions:

a) the designated person or the Registrar as the case may be, will carry out an initial assessment, including seeking further information from the reporting person if required, as to whether-

i) there is prima facie evidence that a relevant wrongdoing may have occurred, and

ii) the reported matters fall within the scope of the Registrar and specifically the area of responsibility of the Registrar as a prescribed person;

b) if, having carried out an initial assessment, the designated person (or the Registrar as the case may be) l decides that there is no prima facie evidence that a relevant wrongdoing may have occurred then the Registrar or the designated person will notify the notify the reporting person of

i) the closure of the investigative process; and

ii) the reasons for the decision to close;

c) if, having carried out an initial assessment, the designated person or the Registrar 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 designated person or the Registrar as the case may be, will notify the notify the reporting person of

i) the closure of the investigative process; and

ii) the reasons for the decision to close.

d) having carried out an initial assessment

i) the designated person or the Registrar as the case may be, may close of the procedure in the case of repetitive reports where the designated person or the Registrar as the case may be, 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 Registrar 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

ii) the designated person or the Registrar as the case may be, will notify the reporting person, in writing, as soon as practicable, of the decision referred to in clause (I) and the reasons for it;

e) If, having carried out an initial assessment the designated person or the Registrar as the case may be, decides that there is prima facie evidence that a relevant wrongdoing may have occurred and the report concerns matters that fall within the scope the functions of the Registrar), the taking of appropriate action, in accordance with the functions conferred on the Registrar by or under this or any other enactment, to address the relevant wrongdoing, having regard to the nature and seriousness of the matter concerned;

f) If, having carried out an initial assessment, if the prescribed person decides that the disclosure is not within the scope of the Registrar, the designated person or the Registrar as the case may be, will

i) forward to the relevant prescribed person where available;

ii) where there is no relevant prescribed person then forward to the office of the Protected Disclosures Commissioner; and

iii) notify the reporting person, in writing, as soon as practicable, of the decision above and the reasons for it;

3) where the process is not closed under the above subparagraphs, and the report has not been forwarded to any other prescribed person or persons or the Commissioner, the designated person or the Registrar as the case may be, will notify the reporting person within a reasonable period, being not more than—

a) 3 months from the date of the acknowledgement, or

b) 6 months from the date of the acknowledgement in duly justified cases due to the particular nature and complexity of the report, or

c) where feedback is not likely to be provided to the reporting person within the period of 3 months or 6 months the Registrar will notify the reporting person, in writing, as soon as practicable of the extension of that period;

d) the designated person or the Registrar as the case may be, will provide 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.

Confidentiality of the reporting process

The external reporting channel is operated in a way that ensures the confidentiality of the identity of the reporting person, and any other person concerned, as well as the information that has been disclosed.

The identity of the reporting person, or any information which may identify them, will not be disclosed to any person other than those necessary for the processing or transmission of the report without the consent of the reporting person.

There are a limited number of circumstances in which the consent of the reporting person is not necessary prior to disclosing their identity or information contained within the report. These exceptions are outlined in section 16 of the 2014 Act and include:

1) where the disclosure is a necessary and proportionate obligation imposed by European Union law or Irish law in the context of investigations or judicial proceedings;

2) where the person to whom the report was made or transmitted –

a) shows that they took all reasonable steps to avoid disclosing the identity of the reporting person, or

b) the person reasonably believed that disclosing the identity of the reporting person or any such information is necessary for the prevention of serious risk to the security of the State, public health, public safety, or the environment; or

3) where the disclosure of the person’s identity is required by law.

If the identity of a reporting person is disclosed as an exception, the person will be notified in writing before their identity, or the information concerned, is disclosed and the reasons for disclosing them. Notification will not be given if doing so would jeopardise:

• the investigation into the alleged wrongdoing;

• the prevention of serious risk to the security of the State, public health, public safety, or the environment; or

• the prevention of crime or prosecution of criminal offences.

Data Protection and Protected Disclosures

The processing of all personal data provided in the reported disclosure will be processed in accordance with data protection law, including the General Data Protection Regulation. The 2014 Act provides a lawful basis for the collection and processing of personal data and requires the Registrar to keep certain records and refer reports onto other public bodies in certain circumstances. However, any personal data that is not relevant to the handling of a specific report will not be collected or if collected accidentally, will be deleted without delay.

In accordance with section 16B of the 2014 Act, the rights of data subjects can be restricted to the extent necessary and proportionate for the purposes of safeguarding the general public interest, the protection of the data subject or the rights and freedoms of others. Rights can also be restricted to the extent, and for as long as is necessary, to prevent and address attempts to hinder reporting or to impede, frustrate or slow down follow-up, in particular investigations, or attempts to find out the identity of reporting persons.

The restrictions also apply where it is necessary and proportionate to prevent the disclosure of information that might identify the reporting person, where such disclosure of identity would be contrary to the protections of the 2014 Act; or where exercise of the right would prejudice the effective follow-up, including any investigation, of the relevant wrongdoing.

What protections available to a worker?

General Protections

In general terms, Section 12 of the 2014 Act prohibits an employer from penalising or threatening to penalise an employee for having made a protected disclosure. Penalisation is defined by the Act as any direct or indirect act or omission which occurs in a work-related context, is prompted by the making of a report and causes or may cause unjustified detriment to a worker, and includes:

1. 1. 1. suspension, lay-off or dismissal;
      2. demotion, loss of opportunity for promotion or withholding of promotion;
      3. transfer of duties, change of location or place of work, reduction in wages or change in working hours;
      4. the imposition or administering of any discipline, reprimand or other penalty (including a financial penalty);
      5. coercion, intimidation, harassment or ostracism;
      6. discrimination, disadvantage or unfair treatment;
      7. injury, damage or loss;
      8. threat of reprisal;
      9. withholding of training;
      10. a negative performance assessment or employment reference;
      11. failing to convert a temporary employment contract into a permanent one, where the worker had a legitimate expectation that they would be offered permanent employment;
      12. failing to renew or early termination of a temporary employment contract;
      13. harm, including to the worker’s reputation, particularly on social media, or financial loss, including loss of business and loss of income;
      14. blacklisting on the basis of a sector or industry-wide informal or formal agreement, which may entail that the person will not, in the future, find employment in the sector or industry;
      15. early termination or cancellation of a contract for goods or services;
      16. cancellation of a licence or permit; and
      17. psychiatric or medical referrals.

If an employee suffers penalisation as a result of making a protected disclosure, the employee can apply to the Circuit Court for interim relief within 21 days immediately following the date of the last act of penalisation by the employer. An “employee” for the purposes of section 12 of the 2014 Act also includes trainees, volunteers, and job applicants.

A claim for penalisation may also be brought before the Workplace Relations Commission within 6 months of the penalisation complained of. Where there is ‘reasonable cause’ a complainant may ask the Adjudication Officer to extend the deadline by an additional 6 months.

In a claim for penalisation before the Workplace Relations Commission, the burden of proof falls to the employer, and penalisation will be deemed to have been a result of the reporting person having made a protected disclosure, unless the employer proves that the act or omission was justified on other grounds.

Board members and shareholders who suffer penalisation as a result of making a protected disclosure cannot make a complaint to the Workplace Relations Commission but may instead seek redress through the civil courts.

Please note that you are responsible for meeting litigation deadlines and should act promptly and seek advice as required. Contact Workplace Relations Commission Information and Customer Services if information is required.

Unfair dismissal

The 2014 Act also offers protection to an employee who is dismissed from their employment as a result of making a protected disclosure. Such a dismissal will be regarded as unfair and the employee may take a claim to the Workplace Relations Commission under the Unfair Dismissals Acts 1997 – 2015 for a remedy. If the claim for unfair dismissal is successful, the Workplace Relations Commission may direct a course of action: order the re-instatement of the person in the same position they were in before the dismissal; re-engagement in the organisation; or compensation of up to five years’ pay as is just and equitable having regard to all the circumstances of the case.

­Subsidiary Matters

Where a person is not in paid employment e.g., a job candidate who is found to have been penalised for making a protected disclosure the maximum compensation which can be awarded is €15,000.

A person’s motivation for making the protected disclosure may affect the level of compensation awarded. If the investigation of the relevant wrongdoing was not the sole or main motivation for making the disclosure, the amount of compensation that is just and equitable may be up to 25% less than the amount it may otherwise have been.

Offences and Penalties

It is important to note that anyone who hinders a worker in making a report or brings vexatious proceedings or breaches the duty of confidentiality commits an offence under the 2014 Act.

It is also important to note that a reporting person who makes a report containing any information that he or she knows to be false commits an offence.

Reporting a Protected Disclosure – What should a Protected Disclosure include:-

It is important that the disclosure includes as much Information as possible about the alleged wrongdoing.

It is recommended that the disclosure should, at a minimum, include the following details:

i) that the report is a protected disclosure and is being made under the Protected Disclosures Act 2014 (as amended) and its relevant procedures;

ii) the reporting person’s name, position in the organisation, place of work and confidential contact details;

iii) the date of the alleged wrongdoing (if known) or the date the alleged wrongdoing commenced or was identified;

iv) whether or not the alleged wrongdoing is still ongoing;

v) whether the alleged wrongdoing has already been disclosed and if so, to whom, when, and what action was taken;

vi) information in respect of the alleged wrongdoing (what is occurring or has occurred and how) and any supporting information;

vii) the name of any person(s) allegedly involved in the alleged wrongdoing (if any name is known and the worker considers that naming an individual is necessary to report the wrongdoing disclosed); and

viii) any other relevant information.

Filing a Protected Disclosure Report

A protected disclosures report should be filed by the provided form in the first instance, emailed and marked as confidential to Sean Smith, the designated person at: sean.smith@cro.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 designated person is  Sean Smith, and can be contacted at (+353) 087 9368795.

Where a disclosure is made orally, by telephone or through other voice messaging systems, the reporting person may request a meeting with the Registrar or a designated person, which will be facilitated within a reasonable period following the making of the request.

Please note that the telephone number above contains an option under which the caller can leave a brief recorded message. This message however will not be maintained. However, the Registrar or designated person will take a detailed note of the disclosure which the Registrar or the designated person will retain.

Reporting a Protected Disclosure by Post

The protected disclosures Form can be posted to: Sean Smith, Designated Person Companies Registration Office Bloom House Railway Street and  should also be marked confidential for the addressee only.

Anonymous Disclosures

Some persons may wish to make an anonymous disclosure. The Registrar will accept and follow-up on any anonymous disclosure received, however, the Registrar may be constrained in its ability to investigate the matter in the absence of knowledge of the identity of the reporting person.

Further, not having contact information on the identity of the reporting person may make it difficult or impossible to apply certain procedures, such as keeping the reporting person informed on the outcome of their report.

If the reporting person does not wish to be contacted, they should make this clear in their report to the Registrar.

Further information and advice

Further information and advice on protected disclosures can be found on:

• The Office of the Protected Disclosures Commissioner

• The Department of Public Expenditure

• Citizens Information Bureau

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 5th AML Directive

An updated version of 4AMLD, incorporating the changes in 5AMLD, can be found at 4th AML Directive

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.