Likely Filing Deadline of 26 September 2017 for the Central Beneficial Ownership Register for Companies and Industrial and Provident Societies

A central register of beneficial ownership of corporate and other legal entities is required by the 4th EU Anti-Money Laundering Directive.

This will capture the information obtained by virtue of the European Union (Anti-Money Laundering: Beneficial Ownership of Corporate Entities) Regulations 2016 (the 2016 Regulations) which came into operation on 15 November 2016, as detailed in our In Focus paper on the topic.

The Companies Registration Office website has been updated to reflect that the Department of Finance will soon make a Statutory Instrument (SI) appointing a Registrar of Beneficial Ownership of Companies and Industrial and Provident Societies, who will be responsible for the establishment and maintenance of the central beneficial ownership register (BOR) in respect of such entities. It is expected that this role will be assigned as a separate legal responsibility to the Registrar of Companies. In advance of the passing of this SI, the CRO has provided the following information in relation to how the BOR is planned to operate.

1. The BOR is expected to be in place and ready to be populated from 26 June 2017.
    
2. There is likely to be a 3 month period in which to file without being in breach of the statutory duty to file on the BOR (i.e. until 26 September 2017).
    
3. Filing will be done through an on-line portal, there will be no paper forms and there will be no filing fee.
    
4. The information to be filed with the BOR in respect of each beneficial owner (who must be a natural person) will include the following:
   
   - Forename & Surname
   
   - Date of birth
   
   - Nationality
   
   - Residential address and Eircode (although Eircode information is not specified as a requirement in the 2016 Regulations)
   
   - A statement of the nature of the interest held by each beneficial owner (the CRO gives the example of controlling shareholder)
   
   - A statement of the extent of the interest held by each beneficial owner (the CRO gives the example of controller of 26% of shares in the company)
   
   - The date on which each natural person was entered in the register as a beneficial owner of the corporate entity
   
   - If no natural persons are identified there shall be entered in the BOR the names of the natural person(s) who hold the position(s) of senior managing official(s) of the company.
    
5. Details of the person making the entry in the BOR on behalf of the company will also be required, i.e. name, postal address, e-mail address and telephone number. The CRO website also provides a Template of Data Fields to be entered in the BOR.

The issue of who will have access to information held on the BOR is not currently dealt with on the CRO website. The provisions are likely to track the provisions on Article 30 of the 4th EU Anti-Money Laundering Directive, which are, in turn, likely to be amended by the 5th EU Anti-Money Laundering Directive (which has yet to be finalised).

It is helpful to see that the filing deadline in respect of the proposed BOR has been set at 26 September 2017, particularly as some of the fine detail on how to identify a beneficial owner remains unclear. However, the obligation on companies and other bodies corporate to identify their beneficial owners pursuant to the 2016 Regulations and to include the captured information in their own register remains in place.

Until the promised SI issues, this information is subject to change. We will issue a further update when the SI issues.

For further information please contact Nollaig Greene or your usual contact in A&L Goodbody.

Date Published: 16 May 2017