On 15 December 2017, the European Parliament and the Council reached an agreement on the Commission's proposal to update the Fourth Anti Money Laundering Directive. This Directive seeks to combat money laundering and terrorist financing activities. The text of the Fifth Anti-Money Laundering Directive (the "Directive") has now been published. Some of the key provisions contained in the Directive relate to the establishment of registers of the beneficial ownership of companies and of trusts. The register relating to the beneficial ownership of companies will be available to the public.
The Deadline For The Establishment Of The Central Registers For The Beneficial Ownership Of Companies And Of Trusts Is Eighteen Months And Twenty Months Respectively, After The Implementation Of The Directive. The Directive Also Provides For The Interconnectivity Of Registers Between Member States, The Deadline For Which Is Thirty-Two Months After The Adoption Of The Directive.
Since the agreement on the Directive, the Companies Registration Office (CRO) has issued a circular where it states that it is expected that the responsibility for the establishment and maintenance of the register of the beneficial ownership of companies will be assigned to the Registrar of Companies, pending the Department of Finance making a Statutory Instrument to that effect. In anticipation of this, the Registrar has provided the CRO with the following information in relation to the register of beneficial ownership. Companies and, industrial and provident societies (I&Ps) are required to file the following information in respect of each beneficial owner. A beneficial owner is defined as a natural person with a shareholding of 25% plus one share or an ownership interest of more than 25%.
- Date of Birth;
- Residential Address;
- A statement of the nature of the interest held by each beneficial owner (e.g. a controlling shareholder);
- A statement of the extent of the interest held by each beneficial owner (e.g. a controller of 26% of the shares in the company);
- The date on which each natural person was entered in the company's own register as a beneficial owner of the corporate entity;
- The date on which each natural person who has ceased to be a beneficial owner of it, ceased to be such an owner; and
- If no natural persons are identified there shall be entered in the register the names of the natural person(s) who hold the position(s) of senior managing official(s) of the company;
- Details of the presenter making the entry in the CRO on behalf of the company will also be required to be given to the Registrar (i.e. name, contact details and capacity in which they are dealing).
Timing of Implementation
The Registrar also states that it expects the beneficial ownership register to be in place in early 2018 with an extended time-frame for companies and I&Ps to file without being in breach of their statutory duty. Filing will be done through a new on-line portal with no filing fee.
Until the SI is passed, the above information is subject to change. As soon as this occurs the Registrar will launch an information campaign providing more definite information to companies and I&Ps. A template of the data to be entered into the Register is provided on the CRO website.
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.