Registering as a Beneficial Owner (RBO) Understanding the Process, Comprehensive Analysis, Filing Guidelines and Legal Framework

Introduction

Understanding the Central Register of Beneficial Ownership (RBO) in Ireland means knowing how to register, what documents you need, and your legal duties. This guide explains how to register as a beneficial owner, what papers you’ll need, and what happens if you don’t comply. It also covers updating your ownership info, when to file, who can access data, and what help is available.

Central Register of Beneficial Ownership (RBO) Ireland Overview

The Register of Beneficial Ownership (RBO) is a central register established in Ireland to enhance corporate transparency and combat money laundering, terrorist financing, and other illicit activities.

The European Union’s Fourth Anti-Money Laundering Directive (4AMLD) mandates all EU Member States, including Ireland, to establish a central register to hold beneficial ownership information of corporate and legal entities. In Ireland, the Registrar of Beneficial Ownership of Companies and Industrial & Provident Societies (RBO) fulfils this role.

The RBO was established by Statutory Instrument No. 110 of 2019, which revoked and replaced the previous SI No. 560/2016. The RBO is the designated authority for accepting filings related to beneficial ownership in Ireland. (Source: CRO.ie)

How to Register as a Beneficial Owner (RBO) in Ireland?

The process of filing beneficial ownership data with the RBO is designated to the company’s officers, i.e., the directors and company secretary. Filing must be done online via the RBO website (www.rbo.gov.ie) and there are no paper forms or filing fees involved.

Companies are required to maintain a detailed register of each beneficial owner, including their name, residential address, date of birth, Personal Public Service Number (PPSN), date of entry into the register, and the nature and extent of their interest. These comprehensive details must then be filed with the RBO to ensure regulatory compliance.

What are the Register of Beneficial Ownership Filing Guidelines

The European Union’s Fourth Anti-Money Laundering Directive (4AMLD) mandates all EU Member States, including Ireland, to establish a central register of beneficial ownership information for corporate and legal entities. In Ireland, the Registrar of Beneficial Ownership of Companies and Industrial & Provident Societies fulfils this role.

Companies and I&Ps in Ireland are required to maintain an internal register of their beneficial owners and file this information with the RBO. A beneficial owner is defined as any natural person who ultimately owns or controls the entity, either through direct or indirect ownership of at least 25% of the shares, voting rights, or ownership interest, or through other means of control.

The filing process is designated to the company’s officers and must be done online via the RBO website (www.rbo.gov.ie). Companies are required to provide comprehensive details of their beneficial owners.

What are the Penalties for RBO Filing Non-compliance?

Failure to comply with RBO filing requirements or providing false information can result in significant penalties. If a relevant entity (company or industrial & provident society) does not file with the RBO, it may be guilty of an offense and be liable.

Specific penalties for filing false information with the RBO include:

• On summary conviction, a Class A fine of up to €5,000 or imprisonment for up to 12 months, or both.
• On conviction on indictment, a fine not exceeding €500,000 or imprisonment for up to 12 months, or both.

Additionally, if an offense is committed by a body corporate with the consent or involvement of any director, manager, secretary, or any other officer, that person shall also be guilty of an offense and liable for punishment.

What Documentation Are Required to Register of Beneficial Ownership Filing?

The required documentation to register as a beneficial owner with the RBO are:

• Name
• Residential address
• Date of birth
• Personal Public Service Number (PPSN) or RBO Number (for non-Irish residents)
• Date of entry into the register
• Nature and extent of the beneficial interest held, or control exercised.

If a beneficial owner does not have a PPSN, they must complete and submit a Verification of Identity Form (VIF). This form verifies the owner’s name, date of birth, nationality, and address, and must be sworn before a notary, signed, and uploaded to the online portal.

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What are the Legal Responsibilities of Beneficial Owners?

The responsibility of fulfilling RBO obligations lies squarely with the company’s officers, i.e., the directors and company secretary. This crucial legal duty involves accurately obtaining, confirming, and maintaining beneficial ownership information in the company’s own register, and submitting this verified information to the RBO within the set timeframes.

Failure to comply with these requirements is a breach of statutory duties and a criminal offense subject to penalties and sanctions.

What are the Legal Obligations of Designated Persons in RBO?

The term “designated person” refers to a specific category of person defined in legislation, not a position someone is appointed to, it’s a category encompassing various professions and entities according to Irish law. Here are some examples of designated persons:

• Financial institutions: Banks, credit unions, investment firms, etc.
• Accountancy bodies: Chartered accountants, auditors, tax advisors, etc.
• Legal professionals: Solicitors, barristers, etc.
• Property service providers: Estate agents, letting agents, etc.
• Businesses dealing with high-value goods: (€10,000 or more transactions)
• Casinos and gambling businesses etc.

Designated persons have significant legal obligations concerning the RBO. Prior to establishing a business relationship or conducting transactions, they are required to:

• Ascertain that the customer’s beneficial ownership information is entered in the RBO.
• Verify the identity of the beneficial owner if they are the senior managing official.

If a designated person forms the opinion that there is a discrepancy between the information in the RBO and the information available to them, they are legally obliged to deliver a notice of that opinion to the Registrar, specifying the particulars of the discrepancy.

What are the Filing Beneficial Ownership Information RBO Deadlines?

Prior to June 22, 2019, existing companies had a deadline of November 22, 2019, to file their beneficial ownership details with the RBO. Companies incorporated after June 22, 2019, have a 5-month period from the date of incorporation to fulfil their reporting obligations. Subsequently, any changes in the beneficial ownership of a company must be reported to the RBO within a 14-day timeframe.

Companies and organisations that have not already filed with the RBO are advised to do so as a matter of urgency to avoid prosecution.

Before making a submission for a beneficial owner, the presenter should ensure that they are using the same first name, last name, PPSN, and date of birth that are registered with the Department of Social Protection (DSP) for that person.

Who as Data Access Authorisation with RBO?

Access to RBO data is divided into two tiers:

Tier One (Unrestricted Access): Authorized officers of the following organizations have unrestricted access to the RBO data:

• An Garda Síochána (Irish Police).
• Financial Intelligence Unit (FIU) Ireland.
• Revenue Commissioners.
• Criminal Assets Bureau (CAB).
• Central Bank of Ireland.
• Department of Justice & Equality.
• Property Services Regulatory Authority (PSRA).
• Legal Services Regulatory Authority (LSRA).
• Law Society of Ireland.
• General Council of the Bar of Ireland.
• Designated accountancy bodies.
• Inspectors appointed by the Director of Corporate Enforcement.

Tier Two (Restricted Access): Designated persons, as defined by Section 25 of the Criminal Justice (Money Laundering and Terrorist Financing) Act 2010, have restricted access to RBO data. This includes financial institutions, accountants, auditors, tax advisers, legal professionals, property service providers, and dealers in expensive goods.

General Public Access (Limited Access): The general public can search for entities and view the number of beneficial owners filed, but they cannot access the full report.