What is a Beneficial Owner & Other Information

1. AMLD

The European Union has legislated for a number of Anti-Money Laundering Directives (“AMLD”) also known as the Anti-Money Laundering and Counter Terrorism Financing Directives.

AMLD consists of a number of EU Directives on the prevention of the use of the financial system for the purposes of money laundering or terrorist financing the most recent of which are

  • ● EU Directive 2015/849, the 4th Anti-Money Laundering Directive (“4AMLD”);
  • ● EU Directive 2018/843, the 5th Anti-Money Laundering Directive (“5AMLD”) which amends 4AMLD, was adopted by the Council of the EU on 14 May 2018 and came into force on 9 July 2018 with an 18-month transposition period meaning that it must be implemented by 10 January 2020, and
  • ● EU Directive 2018/1673, the 6th Anti-Money Laundering Directive (“6AMLD”) comes into effect for member states on 3 December 2020 and must be implemented by financial institutions by 3 June 2021.

It’s the acronym for the 4th and 5th Anti Money Laundering and Counter Terrorist Financing Directives.

These are the 4th and the 5th in the series of EU Anti-Money Laundering and Counter Terrorist Financing Directives.

The Criminal Justice (Money Laundering and Terrorist Financing) Act 2010 as amended by the Criminal Justice (Money Laundering and Terrorist Financing) (Amendment) Act 2018 transposes the majority of the Fourth EU Money Laundering Directive (4MLD) into National Law.

Statutory Instrument Number 110 of 2019 transposes the elements of 4AMLD & 5AMLD that require companies and industrial and provident societies to maintain an internal register of their beneficial owners and to file this information with a central register.

Statutory Instrument Number 233 of 2020 transposes the elements of 4AMLD & 5AMLD that require certain financial vehicles such as ICAVs, Unit Trusts and Credit Unions to maintain an internal register of their beneficial owners and to file this information with a central register held by the Central Bank of Ireland by 25 December 2020.

2. The purpose of the central register of beneficial ownership of companies and industrial and provident societies (RBO)?

The purpose of the central register of beneficial ownership of companies and industrial and provident societies (RBO) is to improve corporate trust and transparency in Ireland and the EU by making it clear to law enforcement agencies, regulatory authorities, designated persons, businesses and the general public who ultimately owns and controls Irish companies and industrial and provident societies (I&Ps).

The aim of the Directives is to deter money laundering and terrorist financing and to help law enforcement and regulatory authorities to identify those ‘natural persons’ who hide their ownership or control of Irish companies/societies for the purpose of facilitating illegal activities.

Yes, the central register of beneficial ownership of companies and industrial and provident societies is a standalone Register which has been established under anti-money laundering legislation, not company law, and the Registrar of Beneficial Ownership is a separate legal entity.

Companies/societies must identify their Beneficial Owners, keep their details on their own internal register and register these details with the RBO. This is in addition to meeting their existing statutory filing obligations with the CRO under the Companies Acts in relation to directors, shareholders, etc. or in relation to other non- company legislation e.g. Industrial and Provident Societies

The filing of beneficial ownership data must be done through the on-line portal on the RBO website www.rbo.gov.ie and is therefore a separate process to the registration of information/forms under the Companies Acts etc.

No, the company/society is required to maintain its own internal register of Beneficial Owners as required by Part 2 of Statutory Instrument 110/2019.

Any changes to the company/society’s own list of beneficial owners must be notified to the central Registrar of Beneficial Ownership (RBO) within 14 days of the change. Regulation 23(1) of SI 110/2019 defines this as the relevant entities’ ‘follow up obligation’.

It is the legal responsibility of the officers of a company/society (director(s) and secretary) to obtain and confirm beneficial ownership information, to keep the company/society’s own beneficial ownership register current and accurate and to deliver the required beneficial ownership information to the central register of beneficial ownership of companies and industrial and provident societies within the prescribed time frames.

Failure to comply with these requirements is a breach of statutory duties and a criminal offence which is subject to the following sanctions:

  1. a. on summary conviction, to a Class A fine, or
  2. b. on conviction on indictment, to a fine not exceeding €500,000.

Control or ownership of shares is only one of the criteria for a person to be a beneficial owner. Other criteria are: direct or indirect control or ownership of voting rights or ownership interest or through control via other means.

Control via other means is explained in Recital 13 of 4AMLD as follows:

“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”.

 

Where all possible means to identify the beneficial owners have been exhausted, and no natural person has been identified as a beneficial owner, the Regulations provide that the Senior Managing Officials (e.g. Director(s) and/or CEO) shall be deemed to be the beneficial owners. Relevant entities shall keep records of the actions taken to identify their beneficial owners (Reg 5(5), SI 110/2019).

The Regulation only refers to corporate and legal entities who are incorporated in Ireland. A business name is not a legal or corporate entity; therefore, it does not come under the scope of the Directive and is not required to register with the RBO.

3. Registering a Beneficial Owner

The Directive and Regulations 5(2) of SI 110/2019 states that “all reasonable steps” should be taken to establish who the natural person Beneficial Owner is.

The steps involved include

  • ● giving notice under Regulations 6 & 7 of SI 110/2019 to any natural person(s) the company/society or its presenter has reasonable cause to believe to be a beneficial owner. Once issued, the natural person(s) to whom this notice has been issued has one month to provide the necessary details; or
  • ● giving notice under Regulations 8 & 9 of SI 110/2019 to any person(s) the company/society or its presenter has reasonable cause to believe to have knowledge of the set out in Regulation 9. Once issued, the person(s) to whom this notice has been issued has one month to provide the necessary details.

 

Failure by the natural person to reply and cooperate with the company/society or to make a false statement is a criminal offence.

Where all possible means to identify the beneficial owners have been exhausted unsuccessfully, the Regulations provide that the Senior Managing Officials (e.g., the Director(s) or CEO) shall be deemed to be the beneficial owners. Relevant entities shall keep records of the actions taken to identify their beneficial owners (Reg 5(5), SI 110/2019).

If an entity is a subsidiary owned by one or more corporate entities, Article 3(6), 4AMLD, states that

“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.”

Therefore, where the company/society is a subsidiary owned or controlled by a single corporate entity, any natural person who owns or controls 25% or more of the shares, voting rights or ownership interest in the parent entity, or controls the parent through other means, is a beneficial owner of the subsidiary.

Where the company/society is a subsidiary owned or controlled by multiple corporate entities, if the same natural person(s) controls the parent entities, he/she is a beneficial owner of the subsidiary.

If, having exhausted all possible means to identify the beneficial owner(s), and no natural person has been so identified, the name(s) of the person(s) who hold the position of senior managing official(s) (SMOs) of the relevant entity (i.e. the subsidiary company/society) must recorded as the beneficial owner(s). Relevant entities shall keep records of the actions taken to identify their beneficial owners.

All relevant entities are required to file data with the central register of beneficial ownership (“the RBO”), other than a company listed on a regulated market – see (a) below.

A newly incorporated entity has 5 months from incorporation in which to register its beneficial ownership with the RBO – see (b) below.

  1. a. Regulation 4 of SI 110/2019 states that 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 is not required to file beneficial ownership data with the RBO.
  2. b. Regulation 20(2) states that all relevant entities that came into existence on or after 22 June 2019 shall, within 5 months from its incorporation, deliver the information specified in Regulation 21 to the Registrar in such manner as the Registrar determines.

 

The Registrar has determined that information specified in Regulation 21 shall be delivered online through the RBO Portal in the RBO website – www.rbo.gov.ie.

Please see the following sections in the How do I register a Beneficial Owner section

 

Or Alternatively, see FAQ 11.5 for how to file online with the RBO and FAQ 3.2 for the information required to be filed.

A “branch” is not an entity incorporated in Ireland. Therefore, branches are not required to file beneficial ownership details with the RBO. If the branch is an external branch of an EU-incorporated entity, that entity is likely to have beneficial ownership obligations in their country of incorporation.

In order to file data with the RBO, a person must first register as a user on the RBO’s on-line Registration Portal in the RBO website – www.rbo.gov.ie and be issued with a Username and Password.

An officer or employee of the company/society can discharge the company/society’s obligation by completing the registration process on the RBO’s on-line Registration Portal (Regulation 21(3)).

In addition, beneficial ownership information may be delivered to the Registrar by a person (referred to in the Statutory Instrument as the “presenter”) acting on behalf of the company/ society (Regulation 22(1)).

Each company/society will be required to deliver the following details of the officer/employee/presenter who files data on its behalf with the RBO: name, address, phone number, e-mail address and particulars of the capacity in which they are acting. Where the presenter is not a natural person, the contact details of a natural person must also be provided for correspondence purposes.

The first name and last name entered in the RBO must exactly match the first name and last name recorded by the Department of Social Protection (DSP) for the PPSN entered in the RBO. Middle names are not required by the RBO

RBO is legally obliged to validate the identity of the Beneficial Owner entered on the RBO to ensure that the Beneficial Owner is a natural person.

In order to carry out this validation, the name and PPSN entered in the RBO portal will be compared with the Department of Social Protection (DSP’s) records.

As a result, upon entering these details online, the RBO will run an automatic check with the DSP’s database and if the details do not match, it will most likely result in the submission being rejected.

RBO is legally obliged to validate the identity of the Beneficial Owner entered on the RBO to ensure that the Beneficial Owner is a natural person. Therefore, the name entered in the RBO must exactly match the name recorded by the Department of Social Protection (DSP) for the PPSN entered in the RBO. If the details do not match with DSP’s records, it will most likely result in the submission being rejected.

4. Defining who is a Beneficial Owner

A Beneficial Owner is defined in Article 3(6), 4AMLD, as any natural person(s) who ultimately owns or controls a legal entity, either through direct or indirect ownership of a sufficient percentage of the shares or voting rights or ownership interest in the entity, including through bearer shareholdings, or through control via other means.

These include:

  • ● ownership (directly or indirectly) of more than 25% of the company/society’s shares,
  • ● controlling (directly or indirectly) more than 25% of the company/society’s voting rights,
  • ● control via other means which is explained in Recital 13 of 4AMLD as follows:

 

“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”.

 

If a relevant entity is a subsidiary owned by another corporate entity, any natural person(s) who holds or controls a shareholding of 25% plus one share, or an ownership interest of more than 25% in the parent corporate entity, is a beneficial owner(s) of the subsidiary.

If a relevant entity is a subsidiary owned by multiple corporate entities, Article 3(6), 4AMLD, states that a shareholding of 25% plus one share or an ownership interest of more than 25% in a subsidiary held by multiple corporate entities which are under the control of the same natural person(s), shall be an indication of indirect beneficial ownership.

Ultimately, it is a natural person(s) who must be identified and entered on the RBO as the beneficial owner(s) of the relevant entity, irrespective of how many layers of ownership there are in the company/society’s structure. The name of another company/society cannot be entered on the RBO.

If, after having exhausted all possible means and provided there are no grounds for suspicion, no natural person is identified as a beneficial owner, 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) shall be recorded on the RBO as the beneficial owner. (Regulation 5(4) SI 110/2019). Relevant entities shall keep records of the actions taken to identify their beneficial owners (Regulation 5(5), SI 110/2019)

If in doubt, a company/society should seek legal advice to assist it in establishing who its beneficial owners are.

No, in setting out the different means by which a natural person can control a company/society, the EU Directive specifically includes anyone who owns or controls more than 25% of shares or voting rights.

In instances where companies/societies have a large number of shares, a shareholder can have 25% of the overall available shares plus one extra share. For example: Company X has 1,000,000 shares at €1 each. If any person holds 250,000 (25%) or less shares, then they do not qualify under this requirement. However, if the shareholder owns or controls 250,001 shares then they qualify as a beneficial owner and details of same must be registered on the RBO.

This applies to all issued shares. You are advised to consult with your own financial and/or legal advisor in relation to queries regarding shares.

Please note that the percentage test in relation to ownership of shares should not be the only method to determine who the ultimate beneficial owner is – control of voting rights, ownership interest and control via other means must also be considered.

If in doubt, a company/society should seek legal advice to assist it in establishing who its beneficial owners are.

Control by other means is where an individual, who does not hold more than 25% of the shares or voting rights or ownership interest of an entity, still exercises significant control or influence over the entity.

Article 3(6), 4AMLD, states that “Control through other means may be determined, inter alia, in accordance with the criteria in Article 22(1) to (5) of Directive 2013/34/EU of the European Parliament and of the Council ……. on the annual financial statements, consolidated financial statements and related reports of certain types of undertakings,”

In Recital 13 of 4AMLD, control via other means is explained as follows:

“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”.

Direct control is where the beneficial owner personally owns or controls a relevant entity by one or more of the following means:

  • ● 25% plus one share or
  • ● 25% or more of the voting rights, or
  • ● 25% or more of the ownership interest, or
  • ● has direct control or influence over the company/society via other means.

 

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.

Control via other means is explained in Recital 13 of 4AMLD, and can also be found at FAQ 4.2.

If in doubt, a company/society should seek legal advice to assist it in establishing who its beneficial owners are.

If an entity is a subsidiary owned by one or more corporate entities, Article 3(6), 4AMLD, states that

“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.”

Therefore, where the company/society is a subsidiary owned or controlled by a single corporate entity, any natural person who owns or controls 25% or more of the shares, voting rights or ownership interest in the parent entity, or controls the parent through other means, is a beneficial owner of the subsidiary.

Where the company/society is a subsidiary owned or controlled by multiple corporate entities, if the same natural person(s) controls the parent entities, he/she is a beneficial owner of the subsidiary.

If, having exhausted all possible means to identify the beneficial owner(s), and no natural person has been so identified, the name(s) of the person(s) who hold the position of senior managing official(s) (SMOs) of the relevant entity (i.e. the subsidiary company/society) must recorded as the beneficial owner(s). Relevant entities shall keep records of the actions taken to identify their beneficial owners.

No. The Beneficial Owner entered onto the Central Register of Beneficial Ownership of Companies and Industrial and Provident Societies (RBO) must be a Natural Person or Persons.

See also FAQ 4.5

The Directive and Regulations 5(2) of SI 110/2019 states that “all reasonable steps” should be taken to establish who the natural person Beneficial Owner is.

The steps involved include

giving notice under Regulations 6 & 7 of SI 110/2019 to any natural person(s) the company/society or its presenter has reasonable cause to believe to be a beneficial owner. Once issued, the natural person(s) to whom this notice has been issued has one month to provide the necessary details; or

giving notice under Regulations 8 & 9 of SI 110/2019 to any person(s) the company/society or its presenter has reasonable cause to believe to have knowledge of the set out in Regulation 9. Once issued, the person(s) to whom this notice has been issued has one month to provide the necessary details.

Failure by the natural person to reply and cooperate with the company/society or to make a false statement is a criminal offence.

Where all possible means to identify the beneficial owners have been exhausted unsuccessfully, the Regulations provide that the Senior Managing Officials (e.g., the Director(s) or CEO) shall be deemed to be the beneficial owners. Relevant entities shall keep records of the actions taken to identify their beneficial owners (Reg 5(5), SI 110/2019).

Regulation 2 of Statutory Instrument 110/2019 defines a “senior managing official” as including a director and a chief executive officer.

This is any company, or Industrial and Provident Society incorporated in Ireland. This includes Private Limited Companies, Public Limited Companies, Designated Activity Companies, Companies Limited by Guarantee, and Private Unlimited Companies.

The definition of “relevant entity” in Regulation 2 of Statutory Instrument 110/2019 is “a corporate or other legal entity incorporated in the State and includes a company* and any other body corporate so incorporated”.

Regulation 19 of SI 110/2019 states “There is by virtue of this regulation established a register which shall be known as the “Central Register of Beneficial Ownership of Companies and Industrial and Provident Societies”.

Regulation 21(1) requires relevant entities to deliver to the Registrar: “the name and number as they appear on the register kept under the Companies Acts 2014 or, as the case may be, the register kept under the Industrial and Provident Societies Acts 1893 to 2014”.

Therefore, for the purposes of SI 110/2019, a relevant entity is a company formed under the Companies Acts or a society registered under the Industrial and Provident Societies Acts.

*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 is not required to file beneficial ownership data with the RBO.

A Natural Person is defined as a human being. This contrasts with a company/society, which is a legal entity.

A Designated Person is defined in Section 25 of the Criminal Justice (Money Laundering and Terrorism Financing) Act 2010, as amended by the Criminal Justice (Money Laundering and Terrorist Financing) (Amendment) Act 2018

The RBO is a standalone Register which was established under anti-money laundering legislation, not company law, and is in addition to the existing statutory registers maintained by the Companies Registration Office.

Companies/societies must identify their Beneficial Owners, keep their details on their own internal register and register the details with the RBO. It is possible that the beneficial owners are not the company/society’s shareholders or directors.

Beneficial ownership data cannot be filed on CRO forms.

Where a company (including parent companies of a group of companies) is listed on a regulated market which is subject to disclosure requirements consistent with EU law or equivalent international standards which ensure adequate transparency of ownership information, then that company is not required to file beneficial ownership data with the RBO (Regulation 4(2) of SI 110/2019).

However, this exemption does not extend to the subsidiaries of that parent company.

Therefore, subsidiary companies in such a group are independently obliged to comply with the requirements of SI 110/2019 if they are “relevant entities” within the meaning of SI 110/2019.

A listed company should seek its own legal advice in order to establish whether the market it is listed on is subject to disclosure requirements consistent with EU law or subject to equivalent international standards which ensure adequate transparency of ownership information.

Yes, if the company is a “relevant entity” within the meaning of SI 110/2019 (ie is a corporate or legal entity incorporated in Ireland), even if is a subsidiary of a parent company registered outside Ireland, it is still required to file its beneficial ownership details with the RBO.

If a relevant entity is a subsidiary owned by another corporate entity, any natural person(s) who holds or controls a shareholding of 25% plus one share, or an ownership interest of more than 25% in the parent corporate entity, is a beneficial owner(s) of the subsidiary.

If an entity is a subsidiary owned by multiple corporate entities, Article 3(6), 4AMLD, states that a shareholding of 25% plus one share or an ownership interest of more than 25% in a subsidiary held by multiple corporate entities which are under the control of the same natural person(s), shall be an indication of indirect beneficial ownership.

If the Beneficial Owner is the parent (or other) company, then it is ultimately the Natural Person who has either the direct control, is the controller of shareholder of 25% plus 1 share, or other controlling interest within that company who is the beneficial owner. If, after exhausting all possible means, no natural person is identifiable then the names of the person(s) who hold the position of senior managing official(s) of the relevant entity should be entered on the RBO. Relevant entities shall keep records of the actions taken to identify their beneficial owners (Reg 5(5), SI 110/2019).

If in doubt, a company should seek legal advice to assist it in establishing who its beneficial owners are.

Control or ownership of shares is only one of the criteria for a person to be a beneficial owner. Other criteria are: direct or indirect control or ownership of voting rights or ownership interest or through control via other means.

Control via other means is explained in Recital 13 of 4AMLD as follows:

“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”.

 

Where all possible means to identify the beneficial owners have been exhausted, and no natural person has been identified as a beneficial owner, the Regulations provide that the Senior Managing Officials (e.g. Director(s) and/or CEO) shall be deemed to be the beneficial owners. Relevant entities shall keep records of the actions taken to identify their beneficial owners (Reg 5(5), SI 110/2019).

In the case of a single director company where that director is the sole shareholder and is in total direct control of the company, s/he would be the sole beneficial owner of the company.

In the case of a single director company, with a different sole shareholder, the director will be considered a Beneficial Owner as they have direct control of the company, and the sole shareholder, if they meet the criteria of 25%+1 share is also deemed to be a beneficial owner.

The definition of beneficial owner includes more than just shareholders – it includes anyone who has a sufficient percentage of the voting rights or ownership interest or controls the company by other means.

If in doubt, a company should seek legal advice to assist it in establishing who its beneficial owners are.

The definition of beneficial owner includes more than just shareholders – it includes anyone who has a sufficient percentage of the voting rights or ownership interest in the company/society or controls the company/society by any other means.

Therefore, taking note of the guidance set out in 3.1 above, the company/society must decide what natural person(s) control the company/society and enter their names in their own internal register and in the RBO.

If, after having exhausted all possible means and provided there are no grounds for suspicion, no natural person is identified as a beneficial owner, 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) shall be recorded on the RBO as the beneficial owner. Relevant entities shall keep records of the actions taken to identify their beneficial owners (Reg 5(5), SI 110/2019).

If in doubt, a company/society should seek legal advice to assist it in establishing who its beneficial owners are.

The Regulation only refers to corporate and legal entities who are incorporated in Ireland. A business name is not a legal or corporate entity; therefore, it does not come under the scope of the Directive and is not required to register with the RBO.

The Regulation only refers to corporate and legal entities who are incorporated in Ireland. A business name is not a legal or corporate entity; therefore, it does not come under the scope of the Directive and is not required to register with the RBO.

Article 3(6)(a)(i) of 4AMLD states that 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 is not required to file beneficial ownership data with the RBO.

Any company trading on an EEA regulated market, such as the Irish Stock exchange is exempt from registering. Those companies are already subject to rules that require them to disclose their owners/controllers. However, if a company incorporated in Ireland is a subsidiary of a listed company, the subsidiary company is still required to file details of its beneficial owners with the central register.

5. Beneficial Ownership Registration Requirements

Beneficial ownership information can only be entered online through a portal on the RBO website at www.rbo.gov.ie. There are no forms involved in filing data with the RBO and no filing fees.

The RBO Portal is similar to CRO’s CORE system and a user ID and password is required to login. This can be set up at the time of registering beneficial ownerships.

No, the registration of Beneficial Ownership data can only be submitted online. You cannot file beneficial ownership on a manual/paper form.

Any documentation received in paper form resembling a return for the RBO received in the RBO Unit, containing personal/ beneficial ownership details, will in order to comply with Data Protection legislation be destroyed immediately. The filing of RBO data on paper will not constitute compliance with the requirements of the legislation and the company/society’s RBO obligations will not be deemed to be fulfilled – Reg 20(6), SI 110/2019.

The company/society or presenter will be advised of this should they post or deliver the Beneficial Ownership details to the RBO in paper form.

Beneficial Ownership data can only be submitted online. There are no manual/paper forms available for completion.

Under Data Protection Rules, any documentation resembling a form received in the CRO/RBO Unit, containing personal/ beneficial ownership details, will be destroyed and the company/society’s RBO obligations will not be deemed to be fulfilled – Reg 20(6), SI 110/2019

The company/society or presenter will be advised of this should they post or deliver the Beneficial Ownership details to the RBO in paper form.

If a beneficial owner knowingly or wilfully provides the company/society and/or their presenter with incorrect details such as the wrong PPSN, date of birth, name etc, s/he may face prosecution or other sanctions for providing false information.

Otherwise, if the error is genuine but the RBO Unit is unable to validate the Beneficial Owner because of the incorrect details, the particular submission for that company/society containing the incorrect data will be rejected in its entirety.

Where the details entered on the RBO portal could not be validated, the Beneficial Owner (data subject) will be contacted directly by the RBO Unit via written correspondence. Under Data Protection legislation, RBO cannot contact the presenter regarding the personal data of a Beneficial Owner who for the purposes of Data Protection legislation is the data subject.

RBO staff cannot discuss or contact a presenter about individual case details or personal data by phone or e-mail. The RBO Unit can only engage with the data subject in relation to their personal data by e-mail, at enquiries@rbo.gov.ie.

If a beneficial owner knowingly or wilfully provides the company/society and/or their presenter with incorrect details such as the wrong PPSN, date of birth, name etc, s/he may face prosecution or other sanctions for providing false information.

Otherwise, if the error is genuine but the RBO Unit is unable to validate the Beneficial Owner because of the incorrect details, the particular submission for that company/society containing the incorrect data will be rejected in its entirety.

Where the details entered on the RBO portal could not be validated, the Beneficial Owner (data subject) will be contacted directly by the RBO Unit via written correspondence. Under Data Protection legislation, RBO cannot contact the presenter regarding the personal data of a Beneficial Owner who for the purposes of Data Protection legislation is the data subject.

RBO staff cannot discuss or contact a presenter about individual case details or personal data by phone or e-mail. The RBO Unit can only engage with the data subject in relation to their personal data by e-mail, at enquiries@rbo.gov.ie.

If you received notification from the RBO Unit that your details were filed with the RBO but were incorrect, you should contact the company/society you are a Beneficial Ownership of, or their representative/presenter, and request them to re-file the correct data for the company/society.

The forename & surname entered in the RBO must match the name of the natural person, registered on their PPSN with the Department of Social Protection (DSP).

The Registrar reserves the right to reject any submission where the name entered on the RBO Register does not match the name as registered on your PPSN with the DSP.

Under Data Protection legislation, RBO staff cannot discuss individual case details or personal data with a company/society or presenter by phone or email. The RBO Unit can only engage with the data subject that is the beneficial owner in relation to their personal data by e-mail at enquiries@rbo.gov.ie.

If you are not the Beneficial Owner for the named company/society and you are satisfied that there has been a genuine error, you should contact the company/society concerned, or their representative/presenter, and draw their attention to the error.

You may also email the RBO Unit to request to have your details removed, by emailing at enquiries@rbo.gov.ie.

You may be asked to verify your identity and address by submitting a copy of either your passport or driving licence and a utility bill that is not a mobile phone bill.

Under Data Protection legislation, RBO staff cannot discuss individual case details or personal data with a company/society or presenter by phone or email. The RBO Unit can only engage with the data subject in relation to their personal data by e-mail at enquiries@rbo.gov.ie.

6. PPSNS

PPSN is Personal Public Service Number and is a unique reference number issued by the Department of Social Protection (DSP) to all Irish residents for dealings with DSP and certain other “prescribed” public service organisations.

PPSN’s are also issued to non-resident persons who have dealings with certain “prescribed” Irish Government organisations, including the Revenue Commissioners.

Member States are obliged by Article 30(4), 4AMLD, to “ensure that the information held in the central register is adequate, accurate and current”. Therefore, RBO is legally obliged to validate the data entered on the RBO to ensure it is accurate and to ensure that the Beneficial Owner is alive and is a natural person.

The forename & surname entered in the RBO must match the name of the natural person, registered on their PPSN with the Department of Social Protection (DSP).

The Registrar reserves the right to reject any submission where the name entered on the RBO Register does not match the name as registered on your PPSN with DSP

Please see Section 14.1 of this FAQ for possible reasons for submission rejections by the RBO.

The PPSN will be retained securely in an irreversible hashed/encrypted format and will not be accessible by any member of the RBO Unit or any other party. When the data filed with the RBO has been validated the PPSN will be hashed and stored securely. It will never be shared with any third party.

Obtaining the PPSN is essential for the RBO to comply with the legal requirement in 4AMLD and 5 AMLD for the Register to be “accurate”, for the identity of every beneficial owner to be thoroughly validated and to minimise the possibility of duplicate entries.

The reason for retaining a hashed version of the PPSNs is to allow RBO to match future filings to existing individuals on the register with certainty and avoid duplication.

Hashing is an encryption function to protect data on the RBO in the event of a data breach. This technique will take the PPSN, apply a complex mathematical function to it, to produce a longer unique number that bears no resemblance to the number hidden. With hashing, RBO will never be able to reverse the newly generated number back into a PPSN again.

Yes, it is required each time a Beneficial Owner is added, or where their details are changed, such as a change of address, or details of the shareholding, or other controlling means are updated.

Member States are obliged by Article 30(4), 4AMLD, to “ensure that the information held in the central register is adequate, accurate and current”.

Regulation 21(2) of SI 110/2019 requires that the PPSN be delivered to the Registrar by the relevant entity “for the purpose of verification of the information delivered under Regulations 20(1) or (2)”.

RBO verifies the name, date of birth and PPSN entered in the RBO by comparing them, via an electronic interface, with data held on the PPSN database of the Department of Social Protection (DSP).

In order for there to be a match between the two sets of data, the forename and surname entered in the RBO must exactly match the name associated with that PPSN in the DSP’s database.

The Registrar reserves the right to reject any submission where the name entered on the RBO does not match the name as registered for that PPSN with the DSP.

This process allows RBO to verify the identity of each beneficial owner, prove that they are a natural person and minimise the possibility of duplicate entries.

If you do not have an Irish PPSN, then you must apply for an RBO Number, by means of a Form VIF – Declaration as to Verification of Identity.

Only one VIF form is required in respect of each beneficial owner and once this has been processed successfully and an VIF Number issued by the Registrar, that RBO Number can be used for making future beneficial ownership filings for that person.

More information is available on the CRO’s website including the form VIF by clicking Here

Any relevant entity that fails to file a PPSN with the VIF where such a number has been assigned to a beneficial owner, will have committed an offence and attention is drawn to Regulations 28(5) and 28(7) of S1 110/2019 in this regard:

28(5): A person who, in purported compliance with Regulation 20, 21, 22 or 23, makes a statement that is false in a material particular, knowing it to be so false or being reckless as to whether it is so false, commits an offence and shall be liable –

    on summary conviction, to a class A fine or imprisonment for a term not exceeding 12 months or both, or on conviction on indictment, to a fine not exceeding €500,000 or imprisonment for a term not exceeding 12 months or both.

28(7):Where an offence under these Regulations is committed by a body corporate and is proved to have been so committed with the consent or connivance of any person, being a director, manager, secretary or other officer of the body corporate, or a person who was purporting to act in such capacity, that person shall, as well as the body corporate, be guilty of an offence and shall be liable to be proceeded against and punished as if he or she were guilty of the first-mentioned offence.

7. Fees

There is no filing fee for registering a Beneficial Owner, it is free of charge.

According to the EU Directive, the Registrar can apply a fee to the search and download of Beneficial Ownership details.

An administration fee of €2.50 per RBO Report applies to searches by designated persons and members of the general public

There is no fee for registering your company/society’s Beneficial Ownership details with the RBO online.

8. Time Frames

The Regulations requiring companies/societies to hold adequate, accurate and current information in their own internal register, Statutory Instrument 560/2016, came into effect on 15 November 2016.

This SI was revoked and replaced by Statutory Instrument 110/2019 on 22 March 2019.

The Regulations in relation to the central RBO Register, SI 110/2019, came into effect three months after the commencement of the Statutory Instrument, on the 22nd June 2019

Companies/societies were given five months in which to file their Beneficial Ownership details with the RBO.

Any company/society who did not file on or before the 22nd November 2019, are in breach of the Regulations and may be subject to sanctions as prescribed in the Regulations.

Regulation 20(2) requires all newly incorporated companies and I&P’s to register their beneficial ownership details within five months of incorporation.

Regulation 25(5) of SI 110/2019 allows for the beneficial ownership details to be exempt from access by designated persons and the general public where the beneficial owner is a minor. The beneficial ownership details of minors will be automatically withheld from public access until they reach the age of 18.

9. Exemptions

Regulation 25(5) of SI 110/2019 allows for the beneficial ownership details to be exempt from access by designated persons and the general public where the beneficial owner is a minor. The beneficial ownership details of minors will be automatically withheld from public access until they reach the age of 18.

Only Designated persons can search and purchase restricted beneficial ownership details for all beneficial owners, except for minors. There are no other exemptions

No, authorised officers in the Financial Intelligence Unit of the Garda Síochána and certain state and non-state competent authorities have unrestricted access to all data in the RBO (Regulation 24 refers).

Any designated person or member of the public may, under Regulation 25(5) of SI 110/2019, apply in writing to the Registrar for access relating to the beneficial ownership details of a minor. Requests for access can be emailed to: enquiries@rbo.gov.ie

The requester must provide a summary of why they consider it is in the public interest for the requested information to be disclosed.

10. Using the RBO Register Portal – how to log-in, create an account and file a submission

The RBO Register can be accessed using the Login / Register option at the top of the website

You will need to create a new account.

A video on “How To” create an RBO account is available here: How to Create An RBO User Account

 

If this is your first time using the RBO Portal, you must first create an account.

Please click on the

Create Account

option.

 

Enter your details as requested and click on the register button at the bottom of the form.

Please Note: If you experience an error creating an account you may be trying to register a Login Name that is already in use. Please try another unique Login Name or alternatively use your email address.

Have you set up an RBO Account? If not please create one.

When logging in don’t use your email address, please use the Login Name you created

The CORE and RBO portals are not linked and are for two independent and separate Registers. You must create a new and separate account for the RBO Portal to access and use it

All RBO filings must be made online.

A video on “How To” make a new RBO filing is available here: How to Create a New RBO Filing

Login to your RBO account.

On your Dashboard, click on the Start New Filing button at the top of the page

Alternatively, select New Filing from the side menu options

An entity must first be selected, and this option will open on the right-hand side of the application.

Click on the text “Select your Company”.

You can enter either the name or the number for the relevant entity you’re entering Beneficial Ownership details for. Then click on Start

If it is the first entry for the entity, the only option you are presented with is Add New Beneficial Owner.

If it is not the first entry for this entity, you will be presented with list of current Beneficial Owners (name only) and additional options:

  • ● Update Beneficial Owner
  • ● Remove Beneficial Owner

 

Remember to click Save and Next at the bottom of the page to progress to the next page.

You will need to start a new filing

Enter the company name/number to start.

At the bottom of the first screen you should see three options, and click on the Update/Remove Beneficial owner option, then Next.

Click on the Update/Remove button to confirm this is what you wish to do.

 

Another screen will open, and allow you to select the beneficial owner you wish to amend/remove.

You will need to add all the personal details in again (including PPSN & Date of Birth). This is to ensure the safety and security of details of the person you’re amending.

Click on Save

*Please note, if you are removing a Beneficial Owner who has been added in error, you are advised to use the same date entered as the Start Date as for the End Date

 

*Please note, it will state ‘No update Beneficial Owners(s) in this list’ if details were not previously updated. Click on the ‘Update’ to continue.

 

No, there is no facility to save a draft of a submission in the RBO Portal.

Please ensure you have all the required details to hand when commencing your RBO submission as data entered cannot be saved and will be lost if the submission is not completed.

The blue banner at the top of the application has the facility to search for a company, either by name or by company number.

Along the left-hand side, a number of icons are displayed. These are as follows:

  • ● Dashboard – gives an overview of your account
  • ● Search – allows you to search the Register
  • ● New Filing – allows you to create, amend or delete Beneficial Ownership details

 

NB: you must first select an entity

  • ● My Filings – gives you the option to view all your work. Click on the titles to view each section:
    • ○ Drafts
    • ○ Submitted
    • ○ Rejected
    • ○ Registered
    • ○ Cancelled
  • ● Messages – this include emails regarding the status of your submissions
  • ● Orders – a list of all/any Beneficial Ownership printouts you have purchased.
  • ● Payments – a list of all/any payments made
  • ● Account – Details of your RBO Account
    • ○ The New User option allows you to create your own subgroup of users within your organisation and under your main RBO account
    • ○ Please see section 11.12 for more details on this.

If your submission was rejected, then the details for one or more Beneficial Owners entered was incorrect. The Data Subject for whom the details were incorrectly entered will also be notified in writing.

Under Data Protection legislation, RBO staff cannot discuss individual case details or personal data with a company/society or presenter by phone or email. The RBO Unit can only engage with the data subject that is the beneficial owner in relation to their personal data by e-mail at enquiries@rbo.gov.ie.

If your submission remains at the Submitted stage, details you entered may need to be verified by the RBO Unit.

Under Data Protection legislation, RBO staff cannot discuss individual case details or personal data with a company/society or presenter by phone or email. The RBO Unit can only engage with the data subject that is the beneficial owner in relation to their personal data by e-mail at enquiries@rbo.gov.ie.

If all the Beneficial Ownership details are correct and exactly match the details held by the Department of Social Protection, the submission should register within a short timeframe, usually within minutes.

(Submissions requiring a BEN2 or where details need to be verified may take longer.)

Under Data Protection legislation, RBO staff cannot discuss individual case details or personal data with a company/society or presenter by phone or email. The RBO Unit can only engage with the data subject that is the beneficial owner in relation to their personal data by e-mail at enquiries@rbo.gov.ie.

At present this facility is not available while the RBO continues to set up Designated Persons Accounts.

Yes. You can create several users under a single account. 

  • ●  Go to the Account option on the side menu
  • ●  Click on New User
  • ●  Enter the new user details
    • ○ Select Active or Administrator
    • ○ Select user privileges
  • ●  Save new user.

To retrieve your Password:

  • ● Click on the Forgot Password option beneath the Login Name and Password fields.
  • ● On the Forgot Password screen, enter your Login Name
  • ● Click Submit

To retrieve your Login Name:

  • ● Click on the Forgot Password option
  • ● On the Forgot Password screen, click on the Forgot Login Name option at the bottom
  • ● On the Forgot Login Name screen, enter the email address used to register with the RBO Portal
  • ● Click Submit

Under Regulation 23(5) you are required to notify any changes of beneficial ownership to the RBO within 14 days of the change to the entity’s internal beneficial ownership register. This includes a change of name or address of an existing beneficial owner and the removal or addition of a beneficial owner.

This can be updated on the RBO Portal by using the ‘Amend Beneficial Ownership’ option under ‘Start New Filing’.

No, there is no requirement to file an annual return for the RBO.

The only requirement to file is where a change has occurred on an entity’s internal beneficial ownership list.

Please see FAQ 11.6 for a step-by-step guide to update an entity’s Beneficial Ownership details on the RBO Portal.

11. Beneficial Owners who do not have a PPSN

If you do not have an Irish PPSN, then you must apply for an RBO Number, by means of a Form VIF – Declaration as to Verification of Identity.

Only one VIF form is required in respect of each beneficial owner and once this has been processed successfully and an VIF Number issued by the Registrar, that RBO Number can be used for making future beneficial ownership filings for that person.

More information is available on the CRO’s website including the form VIF by clicking Here

Any relevant entity that fails to file a PPSN with the VIF where such a number has been assigned to a beneficial owner, will have committed an offence and attention is drawn to Regulations 28(5) and 28(7) of S1 110/2019 in this regard:

28(5): A person who, in purported compliance with Regulation 20, 21, 22 or 23, makes a statement that is false in a material particular, knowing it to be so false or being reckless as to whether it is so false, commits an offence and shall be liable –

  1. 1. on summary conviction, to a class A fine or imprisonment for a term not exceeding 12 months or both, or
  2. 2. on conviction on indictment, to a fine not exceeding €500,000 or imprisonment for a term not exceeding 12 months or both.

 

28(7):Where an offence under these Regulations is committed by a body corporate and is proved to have been so committed with the consent or connivance of any person, being a director, manager, secretary or other officer of the body corporate, or a person who was purporting to act in such capacity, that person shall, as well as the body corporate, be guilty of an offence and shall be liable to be proceeded against and punished as if he or she were guilty of the first-mentioned offence.

The RBO/VIF Number will act in place of the PPS Number, but only for beneficial owners with no PPSN. When adding a new beneficial owner with no PPSN, you can use the RBO or VIF Number instead of the PPS Number.

No, you do not, if it is for the same beneficial owner as identified on the Form BEN2 or form VIF.

 

However, a new VIF Number must be applied for each individual person who is a beneficial owner but for whom a PPS Number has not been issued.

So long as it is for the same beneficial owner as the identified person on the original Form BEN2or Form VIF. This is their unique identifying number and should be used for all RBO related activities for that beneficial owner.

The electronic Form BEN2 is retained securely by the RBO in accordance with Regulation 21(4), and will be deleted 10 years after the dissolution of the relevant entity.

12. Reasons for RBO Beneficial Owners submission Rejection

The RBO Register is designed to accept and register submissions when all details entered are correct.

Under Data Protection regulations, the RBO does not have access to the personal details entered by the presenter.

Personal details are verified against Department of Social Protection (DSP). They are not verified with the Revenue Commissioners.

The common reasons for a submission rejecting are:

  • ● PPSN and/or Date of Birth is incorrect
  • ● Entering the DOB incorrectly onto the RBO Portal
  • ● Mismatch on name
    • ○ Using maiden name instead of married name and vice versa
    • ○ Using middle name in everyday usage, but not matching with forename as registered with DSP (Paul Smith vs Michael Paul Smith)
    • ○ Using shortened versions of a name (Des/Desmond, Eddie/Edward)
    • ○ Using variations of a name (Bridget/Breege, Ted/Edward)
    • ○ Using Irish version of a name, when English version is registered with DSP (Eibhlínn/Eileen)
    • ○ Using English version of a name, when Irish version is registered with DSP (Eileen/Eibhlínn)
    • ○ Mix-up on entering details for multiple beneficial owners

 

If the data subject’s details do not match or need to be amended, please see section 12.2 below of this FAQ.

If the data subject’s details do not match or need to be amended, you can make enquiries with the Department of Social Protection (DSP) by following the steps below:

  • ● Send an e-mail with the name, PPS Number, date of birth and address of the beneficial owner to RBO@welfare.ie
  • ● Attach the following items to the e-mail:
    1. 1. a scanned copy of the beneficial owner’s Passport or Birth Certificate or National Identity card,
    2. 2. proof of the beneficial owner’s address.
    3. 3. in cases where a beneficial owner’s representative, such as an accountant, solicitor, etc. is submitting the e-mail, a scanned copy of a declaration signed by the beneficial owner stating that the representative is acting on their behalf.
  • ● If a Beneficial Owner (BO) holds a Public Services Card (PSC), the name entered on the RBO should match what is displayed on the PSC.
  • ● An e-mail will issue to the requestor when this process is complete.

 

In cases where difficulties encountered are due to issues not related to the Department of Social Protection, BOs or their representatives should contact the Central Register of Beneficial Ownership of Companies and Industrial & Provident Societies (RBO)

13. Discrepancies & Non-Compliance Notices

In the RBO regulations (SI 110 of 2019), a “discrepancy” has a specific meaning given to it and it depends on who is reporting the ‘discrepancy’.

SI 110/2019 only provides for discrepancies to be reported to the Registrar of Beneficial Ownership by a ‘designated person’ or a ‘competent authority/relevant person’.

In the case of a ‘designated person’, Regulation 20(3)(b) states that if a designated person carrying out customer due diligence on an entity, or otherwise, forms the opinion that there is a discrepancy between the information in the central register (RBO) and the information the entity must hold in its internal register of beneficial ownership, then the designated person shall deliver, in a timely manner, to the Registrar… notice of that opinion, specifying the particulars as respects which the foregoing discrepancy exists.

The definition of a ‘designated person’ is provided in Section 25 of the Criminal Justice (Money Laundering and Terrorist Financing) Act 2010, as amended, and includes credit institutions, financial institutions, auditors, external accountants, tax advisors, property service providers, casinos and any person trading in goods involving transactions totalling at least €10,000.

In the case of a ‘relevant person’, Regulation 26(1) states that if any relevant person forms the opinion that there is a discrepancy between the information relating to a relevant entity in the central register (RBO) and the beneficial ownership information available to the relevant person relating to the same entity, to the extent that it does not interfere unnecessarily with the performance of its functions, the relevant person shall deliver, in a timely manner, to the Registrar, notice of that opinion specifying the particulars of the discrepancy.

A ‘relevant person’ is a competent authority, the Garda Síochána, the Revenue Commissioners or the Criminal Assets Bureau.

A Discrepancy Notice is a formal notification to the Registrar of a discrepancy, as defined in FAQ 15.1 above, by a ‘designated person’ or ‘relevant person’ (competent authority).

The Registrar has determined that a discrepancy shall be reported by a ‘relevant person’ using a Form DN1 and that the manner in which the DN1 shall be delivered to the Registrar is by uploading the DN1 form to a secure folder in the RBO’s Sharefile Account.

The Registrar has determined that a discrepancy shall be reported by a ‘designated person’ using a Form DN2 and that the manner in which the DN2 shall be delivered to the Registrar is also by uploading the DN2 to a secure folder in the RBO’s Sharefile Account.

Forms DN1 and DN2 are available from the RBO upon request by a duly appointed RBO Liaison Officer in an e-mail to discrepancies@rbo.gov.ie

See Section 13.5 and Section 13.6 below for more details

A discrepancy notice is a formal notification to the RBO of a discrepancy found between the information held on the RBO and other information available to the designated person or competent authority/relevant person.

A non-compliance notice is where, having searched for the beneficial ownership details of a particular entity, the person searching has found that no beneficial ownership details have been filed, and is then notifying the Registrar that the entity in question appears to have failed to file with the RBO in accordance of Regulations 20 and 21 of SI 110/2019.

Article 3(6)(a)(i) of 4AMLD states that 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 is not required to file beneficial ownership data with the RBO.

Any company trading on an EEA regulated market, such as the Irish Stock exchange is exempt from registering. Those companies are already subject to rules that require them to disclose their owners/controllers. However, if a company incorporated in Ireland is a subsidiary of a listed company, the subsidiary company is still required to file details of its beneficial owners with the central register.

Only a person who is an authorised officer of a ‘relevant person’ is entitled to report a discrepancy to the Registrar on behalf of a ‘relevant person’.

The term ‘relevant person’ refers to the Garda Síochána, the Revenue Commissioners, the Criminal Assets Bureau or a competent authority.

The RBO has contacted all ‘relevant persons’ in relation to the appointment of RBO Liaison Officers who will coordinate reports of discrepancies on behalf of the ‘relevant person’.

The Registrar has determined that a discrepancy shall be reported by a ‘relevant person’ using a Form DN1 and that the DN1 shall be delivered to the Registrar by uploading the form to a secure folder in the RBO’s Sharefile Account.

If you are an authorised officer of a ‘relevant person’ and you wish to report a discrepancy, please send an email to discrepancies@rbo.gov.ie, stating the name of your organisation. For data protection reasons, please do not include details of the discrepancy in this e-mail.

On receipt of this e-mail, the RBO will provide the appointed RBO Liaison Officer(s) for that organisation with a DN1 form and details on how to upload the DN1 to the RBO Sharefile Account.

If you are an employee of a ‘designated person’ and you wish to report a discrepancy, please send an email to discrepancies@rbo.gov.ie, stating the name of your organisation. For data protection reasons, please do not include details of the discrepancy in this e-mail.

There are two basic steps to follow:

  1. 1. The ‘designated person’ must appoint RBO Admin who will be responsible for coordinating and authenticating reports of discrepancies to the Registrar on behalf of the ‘designated person’ and liaising with the RBO on day-to-day operational matters.
    RBO Admins can be appointed using a BEN3A1 Form which can be obtained by sending an e-mail to discrepancies@rbo.gov.ie
  2. 2. Upon receipt of the completed BEN3A1, the RBO will provide the appointed RBO Admin with a DN2 form.

 

Only a ‘designated person’ as defined in Section 25, 2010 Criminal Justice (Money Laundering & Terrorist Financing) Act, as amended, is entitled to report a discrepancy to the Registrar.

A Non-Compliance Notice (NCN) is an official notification to the Registrar stating that, having searched in the RBO Online Portal for the beneficial ownership details of a relevant entity, the person searching has found no beneficial ownership details in the RBO for the particular entity, and is reporting to the Registrar that the entity in question appears to have failed to comply with its obligations under Regulations 20 and 21 of SI 110/2019.

Anyone who has searched for the beneficial ownership details of an entity and has found that the entity has not filed any information with the RBO can submit a completed Form NCN (non-compliance notice) to the RBO.

Please download and complete the Form NCN and email the completed and signed form to discrepancies@rbo.gov.ie.

Only NCNs forms submitted by email will be accepted.

Do not post a paper copy to the RBO.

You can download the Form NCN here: Form NCN

You will receive an acknowledgement of your submitted DN1, DN2 or NCN.

For the DN1 and DN2 you will be notified of the outcome after the RBO has concluded its investigations.

For the NCN you will be notified of the outcome after the RBO has concluded its investigations. However, this may take some time as the Registrar may bring legal proceedings against the reported entity for non-compliance which can take a considerable time to complete. In the meantime, you can continue to check the RBO Online Portal to see if beneficial ownership details have subsequently filed.

(Please see section 13.3 for how to check if beneficial ownership details have been filed)

No, only forms received electronically to discrepancies@rbo.gov.ie will be accepted.

The Registrar is prohibited by legislation from disclosing the identity of any person who reports an alleged discrepancy to her.

In the case of a discrepancy form received from a ‘designated person’, Regulation 20(4)(b) of Statutory Instrument 110 of 2019 states:

Upon receipt of a foregoing notice, the Registrar shall –

(b) serve a notice on the relevant entity concerned which –

(i) states that the foregoing notice has been received, and

(ii) specifies the particulars as respects which the foregoing discrepancy exists, and requests the relevant entity to deliver to the Registrar, within a period specified in the notice and in such manner as the Registrar determines –

(I) a submission as to why the relevant entity considers the opinion of the designated person concerned not to be well founded, or

(II) if the relevant entity considers the opinion of the designated person concerned to be well founded, such amended particulars (for entry in the central register) as are required where the relevant entity is satisfied that the delivery of such is the appropriate means by which the discrepancy can be resolved,

and such a request shall be complied with by the relevant entity accordingly.

 

In the case of a discrepancy form received from a ‘relevant person’, Regulation 26(2)(b) of Statutory Instrument 110 of 2019 states:

Upon receipt of a foregoing notice, the Registrar shall –

(b) serve a notice on the relevant entity concerned which –

(i) states that the foregoing notice has been received, and

(ii) specifies the particulars as respects which the foregoing discrepancy exists, and requests the relevant entity to deliver to the Registrar, within a period specified in the notice and in such manner as the Registrar determines –

(I) a submission as to why the relevant entity considers the opinion of the relevant person concerned not to be well founded, or

(II) if the relevant entity considers the opinion of the relevant person concerned to be well founded, such amended particulars (for entry in the central register) as are required where the relevant entity is satisfied that the delivery of such is the appropriate means by which the discrepancy can be resolved,

and such a request shall be complied with by the relevant entity accordingly.

No, ‘designated persons’ cannot use the RBO as a single source to verify the identity of beneficial owners.

Regulation 25(2) of Statutory Instrument 110/2019 states as follows:

“The information obtained by a designated person by means of the access to the central register afforded under paragraph 25(1) shall not be relied upon exclusively by the designated person to fulfil the designated person’s duty to apply customer due diligence measures under Part 4 of the Act of 2010 (which duty shall be fulfilled by using a risk-based approach).”

The object of the discrepancy reporting process in SI110/2019 is to identify where false or inaccurate information has either been filed with the RBO or presented to the ‘designated person’. This can only be achieved by ‘designated persons’ comparing RBO data with particulars that come to their knowledge from other sources that they have access to.

14. What safeguards are in place to ensure the accuracy of information on the Register

The following safeguards are in place:

  1. 1. The filing of beneficial ownership details can only be made via the RBO Online Portal – www.rbo.gov.ie – by a “Presenter” who has first registered as a user with the RBO.
  2. 2. Every submission is recorded along with information about who made the submission (the Presenter) and with the capacity in which the Presenter is acting.
  3. 3. In order to register, update or delete a beneficial owner, the Presenter must submit details including the beneficial owner’s Personal Public Service Number (PPSN), date of birth, name and address. The RBO validates these details by comparing them electronically with data held on the PPSN database of the Department of Social Protection (DSP).
  4. 4. If the details entered in the RBO do not match with DSP’s records, the submission is rejected and the intended beneficial owner is sent a letter notifying them that someone has attempted to file their personal information with the RBO.
  5. 5. Each relevant entity has a duty to ensure that the information entered in the RBO in respect of their company or society is accurate and current. The relevant entity has an obligation to amend the Register if the information on the Register is incorrect.
  6. 6. The RBO is a public register. Therefore, relevant entities and their Presenters can easily check the RBO website – www.rbo.gov.ie – at any time to see who is recorded as a beneficial owner of their company or society.
  7. 7. If it comes to the attention of a relevant entity that a person has been added improperly as a beneficial owner of their company or society, the relevant entity can report this to the Registrar of Beneficial Ownership at discrepancies@rbo.gov.ie and, if the entity has reason to believe that the filing has been made maliciously or with ill-intent, to the Garda Síochána (Irish Police).
  8. 8. There is a multitude of state and non-state competent authorities and designated persons who are now legally obliged to inspect the RBO as part of their “customer due diligence”. These include, for example, accountants, auditors, solicitors, financial institutions and insurance undertakings.
  9. 9. The competent authorities and designated persons are legally obliged to report to the Registrar any discrepancy they see between the details in the RBO and the beneficial ownership information that is available to them. FAQ Number 15 sets out how to file a Discrepancy Notice with the Registrar.
  10. 10. Offences are prescribed in Statutory Instrument 110/2019 for filing false information, for failure of a relevant entity to file and maintain correct information on the Register and for failure of a designated person to report a discrepancy. The specific penalties for filing false information with the Register are as follows:
    1. a. on summary conviction, a Class A fine or imprisonment for up to 12 months or both;
    2. b. on indictment, a fine not exceeding €500,000 or imprisonment for up to 12 months or both.

15. Legal obligations of ‘designated persons’ to inspect RBO and report discrepancies and non-compliance

The meaning of the term ‘designated person’ is outlined in Section 25 of the Criminal Justice (Money Laundering and Terrorist Financing) Act 2010, as amended, and includes financial institutions, accountants, auditors, tax advisers, legal professionals, property service providers, virtual currency service providers and dealers in expensive goods such as houses, cars, jewellery, art works, etc.

According to Section 33 of the 2010 Act, ‘designated persons’ are obliged to conduct customer due diligence tests on customers “prior to the establishment of a business relationship with a customer”, “prior to carrying out an occasional transaction with , for or on behalf of a customer” or “carrying out any service for the customer….…”

If in any doubt about their responsibilities under the Criminal Justice Acts, ‘designated persons’ should seek their own legal advice.

Yes, under Section 8 of the Criminal Justice (Money Laundering & Terrorist Financing) (Amendment) Act 2021, prior to the establishment of a business relationship with a customer which is a company or society, a designated person is obliged to check that information concerning the beneficial ownership of the customer is entered in the RBO.

Under Section 8(3)(D) of CJA2021, a designated person that is a credit institution or a financial institution may allow an account to be opened with it by a customer before ascertaining the beneficial ownership information, as long as no transactions are carried out on behalf of the customer before ascertaining the information. Designated persons should therefore advise their customers that they must be registered with the RBO before they can transact business with them.

The 2021 Criminal Justice Act requires ‘designated persons’ to check that the customer’s beneficial ownership details are entered in the RBO prior to the establishment of a business relationship. If the customer’s details are not registered with the RBO, the ‘designated person’ would normally be expected to report this non-compliance to the Registrar of Beneficial Ownership on a Non-Compliance Notice – Form NCN – see FAQ No 15.

However, under Section 8(3)(D) of CJA2021, a designated person that is a credit institution or a financial institution may allow an account to be opened with it by a customer before ascertaining the beneficial ownership information, as long as no transactions are carried out on behalf of the customer before ascertaining the information.

Regulation 20 of SI 110/2019 provides newly incorporated entities with five months from the date of incorporation to register their beneficial ownership with the RBO.

Therefore, as intimated in S.8(3)(D), where a newly incorporated entity is not registered with the RBO at the time of applying to open an account, and it is less than five months since it was incorporated, it would be reasonable for the ‘designated person’ to request the entity to register its beneficial ownership with the RBO, and only send a Non-Compliance Notice to the Registrar if the company fails to comply with this request.

Yes, Regulation 5(8) of SI 110/2019 states as follows:

When a relevant entity enters into an occasional transaction with a designated person, or forms a business relationship with a designated person, the relevant entity shall –

    provide, in addition to information about its legal ownership, information on its beneficial ownership to the designated entity when the designated entity is taking customer due diligence measures in accordance with Part 4 of the Act of 2010; on request from the designated person, provide the designated person with information identifying all the beneficial owners of the relevant entity; and notify the designated person of any change to its beneficial ownership register that occurs which is relevant to the occasional transaction or that occurs during the course of the business relationship formed, and the date on which it occurred within 14 days from the date on which the relevant entity becomes aware of the change.

There is a clear onus on a company/society to provide ‘designated persons’ with information on their beneficial ownership. If this information, or any other information that comes to the knowledge of the ‘designated person’, conflicts with the information in the RBO, the ‘designated person’ must report it to the Registrar as a discrepancy.

Yes, Regulation 20(3) of SI 110/2019, obliges designated persons to report any non-compliance or discrepancy they find between data in the RBO and data that comes to their knowledge from other sources when carrying out customer due diligence on an entity, or otherwise.

Regulation 28(6) of SI 110/2019 states that a designated person which fails to comply with Regulation 20(3) commits an offence and shall be liable, on summary conviction, to a class A fine.

For further information on how to access the RBO see FAQ No. 13, and on how to report non-compliance and discrepancies to the Registrar, see FAQ No.15

Yes, under Section 6 of the Criminal Justice (Money Laundering & Terrorist Financing) (Amendment) Act 2021, where the beneficial owner recorded in the RBO is the senior managing official, a designated person shall take the necessary measures to verify the identity of that person and shall keep records of the actions taken to verify the person’s identity including any difficulties encountered in the verification process.

No, ‘designated persons’ cannot use the RBO as a single source to verify the identity of beneficial owners.

Regulation 25(2) of Statutory Instrument 110/2019 states as follows:

“The information obtained by a designated person by means of the access to the central register afforded under paragraph 25(1) shall not be relied upon exclusively by the designated person to fulfil the designated person’s duty to apply customer due diligence measures under Part 4 of the Act of 2010 (which duty shall be fulfilled by using a risk-based approach).”

The object of the discrepancy reporting process in SI110/2019 is to identify where false or inaccurate information has either been filed with the RBO or presented to the ‘designated person’. This can only be achieved by ‘designated persons’ comparing RBO data with particulars that come to their knowledge from other sources that they have access to, including information on their beneficial ownership that the company is legally obliged to provide to the Designated Person.

Article 3(6)(a)(i) of 4AMLD states that 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 is not required to file beneficial ownership data with the RBO.

Any company trading on an EEA regulated market, such as the Irish Stock exchange is exempt from registering. Those companies are already subject to rules that require them to disclose their owners/controllers. However, if a company incorporated in Ireland is a subsidiary of a listed company, the subsidiary company is still required to file details of its beneficial owners with the central register.