The European Union (Anti-Money Laundering: Beneficial Ownership of Corporate Entities) Regulations 2016 created a legal requirement for entities in all EU member states to maintain a beneficial ownership and consequently it is essential that companies and societies understand how to identify a beneficial owner.

A beneficial owner is defined in Article 3 Part 6 of 4AMLD as a natural person who directly or indirectly owns or controls over 25% of the share capital or voting rights or control via any other means. It is important to note that a beneficial owner may not be the same as a legal title holder, as the latter refers to who is listed in the register of members.

In order to identify a beneficial owner(s), the required entities must take steps to obtain the necessary information. Regulation 5(2) of SI 110/2019 requires ‘all reasonable steps’ to be taken, these steps involve;

Regulation 7 Notice of SI 110/2019 is sent to the known members of the company to confirm whether they are beneficial owners or not. The individual should confirm whether they are a beneficial owner within one month of receiving the Notice.

Note: Regulation 7 is not required if the entity knows the beneficial owner and necessary information with their knowledge.

• Regulation 9 Notice of SI 110/2019 may be given by an entity to any person who is believed to be aware of the identity of other individuals who may be beneficial owners, the company can write out to this party asking them to confirm whether they know who the beneficial owners are. Once issued, the person(s) to whom this Notice has been issued has one month to provide the necessary details.
• Regulation 11 Notice of SI 110/2019 is required where the entity believes that there has been a change in beneficial ownership or a change in the details of a beneficial owner on the beneficial ownership register. The individual should confirm the change within one month of receiving the Notice.

Companies and societies should also be aware that there may be multiple beneficial owners, and that they must issue notices to obtain the required information for each beneficial owner.

Where no beneficial owner can be identified, under Regulation 5(4) SI 110/2019, the name(s) of the Senior Managing official of the relevant entity should be entered on the beneficial owners register. Senior Managing official as defined under Regulation 2 of SI 110/2019 includes a director and a chief executive officer.

What information is needed for the RBO?

The following information is required for each beneficial owner;

• Company/Society Name
• Company/Society Number
• Forename & Surname
• Residential Address
• Eircode (optional)
• Nationality
• Country of Residence
• Date of Birth
• PPS Number – this much match the name recorded by the Department of Employment Affairs and Social Protection (DEASP)/ BEN2 Transaction Number
• Statement of the nature of interest/control – such as shareholder
• Statements of the extent of interest/control – such as % of shareholding
• Date of entry as beneficial owner
• Date of cessation as beneficial owner

The RBO is required to validate data entered on the central register to ensure the details are that of a natural person, failure for the details to match may result in the submission being rejected.

Where there has been a change of beneficial ownership or a change in the beneficial owners details the register will need to be updated.

It is essential that companies and societies understand the importance of the RBO and the need to keep it up to date. Enforcement has already begun, so it is important to ensure that all information is accurate and up to date. Companies and societies should also be aware that beneficial ownership may not be just one person, and that they must take the necessary steps to identify all beneficial owners.

For more on RBO, please contact Sinead Gortland on [email protected]