Ireland: Governance And Compliance Update: CRO Announces Beneficial Ownership Register Filing Deadline

The next stage of the 4th EU Anti-Money Laundering Directive is due to be transposed into Irish law on 26 June 2017. Companies will be required to transfer information kept on their beneficial ownership registers onto a central register. We examine the latest information published on the anticipated legislation.

The Companies Registration Office ("CRO") recently published information about the next stage of the domestic legislation to be enacted bringing into force the 4th EU Anti-Money Laundering Directive (the "Directive"). The information provides clarity on how the central repository for information on companies' beneficial owners will operate.

The European Union (Anti-Money Laundering: Beneficial Ownership of Corporate Entities) Regulations 2016 (the "Regulations") came into force in November 2016. The Regulations state that non-listed Irish companies and other corporations must hold adequate, accurate and current information on their beneficial owner(s) in their own beneficial ownership register. We examined the scope of the Regulations in a previous article available here.

The next step will require these companies and corporations to file this information with a central beneficial ownership register. A statutory instrument is expected shortly from the Department of Finance which will appoint a Registrar of Beneficial Ownership of Companies and Industrial and Provident Societies. The CRO has confirmed that this role will be assigned as a separate legal responsibility to the Registrar of Companies.

The following further information has been published:

  • The central register is expected to be in place and ready to be populated from 26 June 2017.
  • There is likely to be a three-month period in which to file the required information without being in breach of the statutory duty to file, i.e. until 26 September 2017.
  • Filing will be done through an on-line portal and there will be no paper forms or filing fee.
  • The information to be filed with the central register on each beneficial owner will include the following:
    • forename & surname 
    • date of birth 
    • nationality 
    • residential address and Eircode 
    • a statement of the nature of the interest held by each beneficial owner
    • a statement of the extent of the interest held by each beneficial owner 
    • 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, the names of the natural person(s) who hold the position(s) of senior managing official(s) of the company shall be entered in the register. Senior management officials include the directors and the CEO of a company.
  • Details of the person making the entry in the register on behalf of the company will also be required, i.e. name, postal address, e-mail address and telephone number. 

No guidance has yet been given on who will be able to access the central register once it is established. However, the Directive states that the following people will be able to do so:

  • competent authorities
  • financial intelligence units
  • entities required to carry out customer due diligence, and
  • other persons and organisations that can establish a legitimate interest.

It is uncertain whether the information kept in the central register will be accessible by the general public, either under the expected new legislation or in the future.  A 5th Anti-Money Laundering Directive ("5AMLD") currently being finalised at European Level proposes to amend the Directive. One of the proposed amendments in 5AMLD is to enable the public to access certain information on the beneficial owners held in the central register. 

Based on current debates and discussions taking place on the precise requirements of 5AMLD, it is likely that certain information on beneficial owners will be publicly accessible in the future. We will keep you up to date on any developments in this area.

Conclusion

The deadline for the next phase of implementation of the 4th EU Anti-Money Laundering Directive is not far away. If your company has not yet identified and registered its beneficial owners, it should do so immediately. A company and any of its officers in default of the obligations will be liable to a fine not exceeding €5,000.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

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