As a further step in the roll out of the beneficial ownership regime for corporate bodies1, the Central Register of Beneficial Ownership of Companies and Industrial and Provident Societies (the "RBO") has been launched by the Companies Registration Office (the "CRO").
Relevant entities that were in existence before 22 June 2019 have until 22 November 2019 to report their beneficial ownership information to the RBO.
For any entity that came into existence on or after 22 June 2019, the filing deadline is five months from that entity's date of incorporation.
Tax Identification Numbers / BEN2 Forms
Personal public services numbers ("PPSNs") are Irish personal tax identification numbers issued by the Irish Revenue Commissioners and they are required to be submitted to the RBO in order to verify the identity of individuals against data already verified by the Department of Social Protection in respect of that person.
Where the relevant individual is not Irish or has not been issued with a PPSN, a new form (a "BEN2") must be completed by the individual in order for them to be issued with a RBO transaction number. Once issued, the RBO transaction number can be used for any other RBO filings for that individual.
Relevant entities are required to provide details for the entity's "senior managing officials" in instances where the entity has not identified any beneficial owners. The RBO has stated, in its FAQ that all the same details must be entered in the RBO for a senior managing official as for any beneficial owner.
This will be relevant for many investment funds that have a diversified shareholding and thus intend to enter the details of the directors (i.e. its senior managing officials) on the register. Noting that, in many cases, some of the directors will be non-Irish and will not have a PPSN, these entities should note that BEN2 forms must be completed in order to obtain RBO transaction numbers for those directors.
The BEN2 consists of 3 parts. In Part 1, the relevant individual must supply his/her name, date of birth, nationality and residential address. Part 2 is a statutory declaration, to be completed where the declaration is being made in Ireland. Part 3 is a declaration to be completed where the declaration is being made outside Ireland and it must be signed before a Notary Public.
PPSNs details submitted to the RBO will not be disclosed externally and will be stored in hashed format to prevent identification. Completed Form BEN2s are not publicly accessible either.
ICAVs are subject to the requirements of Part 3 of the 2019 Regulations to file beneficial ownership information in a central register.
However, the RBO only accepts submissions from companies and industrial and provident societies. Separate arrangements will need to be put in place for ICAVs. It is anticipated that further regulations will be required in this respect.
How can the Maples Group help?
Maples can assist relevant entities in discharging their
obligations under the 2019 Regulations including advising on
appropriate steps to analyse beneficial ownership, guidance on
information to be retained in the beneficial ownership register,
ongoing obligations and assisting with making appropriate filings
with the RBO.
1 As set out in the European Union (Anti-Money Laundering: Beneficial Ownership and Corporate Entities) Regulations 2019, which came into force on 22 March 2019 (the "2019 Regulations") and revoked and replaced the European Union (Anti-Money Laundering: Beneficial Ownership and Corporate Entities) Regulations 2016.
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.