What is a Beneficial Owner & Other Information

Home FAQs What is a Beneficial Owner & Other Information

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.

Who must file data with the RBO?

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. 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. 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

All corporate and legal entities (other than companies listed on a regulated market*), including Trusts, Investment funds and Industrial and Provident Societies are required by 4AMLD to keep details of their Beneficial Ownerships on their own internal register.

Only COMPANIES AND INDUSTRIAL AND PROVIDENT SOCIETIES will be required to file data with the central register of beneficial ownership (RBO).

*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.

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.

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 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).

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.

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.

It is not clear who the beneficial owner of my entity is

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.

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.

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.

Terminology explained

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.

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.

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

Exemptions

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.

Regulation 25(5) of SI 110/2019 allows for the beneficial ownership details to be exempt from access by designated persons is 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).

What is a Beneficial Owner & Other Information