Deadline Approaching: Central Register of Beneficial Owners
The deadline for companies to file a Beneficial Ownership register is Friday, 22 November 2019. The filing must be submitted via the Companies Registration Office’s (“CRO”) dedicated online portal. We have previously written in more detail about the filing obligations but here is a quick recap of what is required.
How do you determine who the Beneficial Owners are?
In order to determine who is a Beneficial Owner, the Regulations look at the persons who ultimately control or own the company whether directly or indirectly.
For example, a person will be deemed to be a Beneficial Owner if they meet the following criteria:
- 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 such as through their role in the company.
If no one individual meets the requirements of the first two limbs above and there is no other means of control such as through a Shareholders’ Agreement, then details of senior managing officials of the Company should be submitted. It is important even if you have difficulty identifying who ultimately is a Beneficial Owner, to keep records proving that you have taken all reasonable steps to identify the relevant persons.
What details will be required to make a filing?
The following details must be provided via the online portal:
- Name, date of birth, nationality and residential address of each beneficial owner. The CRO have noted that you must use your full name as registered with the Department of Employment and Social affairs, as any mismatch in names and pps number may result in the register being rejected.
- The Company Name and CRO Number.
- A statement of the nature of the interest held or the nature of control exercised by a beneficial owner.
- The PPS number (where applicable) of each beneficial owner.
If a Beneficial Owner does not have a PPS number, they must submit a Form BEN2 which is a Declaration as to Verification of Identity and this form should be sworn before a Notary Public.
It is important to note also that, if any changes are made to the Companies internal register of Beneficial Owner’s in the future, the Central Register must be updated within 14 days of these changes.
What happens if you miss the deadline?
There are penalties for failure to establish and maintain a Beneficial Ownership Register and deliver the necessary information to the Central Register. These penalties are severe as it is considered a criminal offence and persons who are found liable may be liable for the following:
- a summary conviction to a class A fine not exceeding €5,000.00; or
- or if convicted on indictment to a fine not exceeding €500,000.00.
The deadline for filing details of your company’s Beneficial Owners is Friday, 22 November 2019 if your company was incorporated prior to the 22 June 2019. If you have only recently incorporated after this date, you have 5 months to ensure compliance with the Regulations.
If you have any questions about your obligations or need assistance with determining who the Beneficial Owners are, please get in touch with your usual Whitney Moore contact, Fiona Brennan, Laura Quinn or any member of our Corporate team.