Update on the Beneficial Ownership Register - March 2019
The long awaited European Union (Anti-Money Laundering: Beneficial Ownership of Corporate Entities) Regulations 2019 (the "2019 Regulations") have just been published.
As well as outlining the information required to be contained within a relevant entities' internal beneficial ownership register, the 2019 Regulations establish a central register of beneficial ownership (the "central register") and require corporate entities to submit their beneficial ownership information to the central register.
The 2019 Regulations came into operation on 22 March 2019, other than Part 3 of the 2019 Regulations which comes into operation 3 months after that date. Part 3 provides that the central register must be available for population by 22 June 2019. An entity to which the 2019 Regulations apply (a "relevant entity") and which exists before the commencement of Part 3 must deliver the required information to the central register within 5 months from commencement of Part 3, i.e. by 22 November 2019. Newly incorporated companies from the 22 June 2019 will have five months from incorporation to deliver their information.
Previously, the European Union (Anti-Money Laundering: Beneficial Ownership of Corporate Entities) Regulations 2016 (the "2016 Regulations") required companies and other legal entities incorporated in Ireland to take all reasonable steps to hold adequate, accurate and current information on their "beneficial owners" on an internal beneficial ownership register as and from 15 November 2016. The 2016 Regulations have now been revoked, with most of their content included in the 2019 Regulations. Under the 2019 Regulations, in addition to the information required to be held in the internal beneficial ownership register, the PPS number (in relation to a natural person, means the person's Personal Public Service Number within the meaning of Section 262 of the Social Welfare Consolidation Act 2005), to whom such a number has been issued, of each beneficial owner must also be obtained and held.
A relevant entity shall provide any member of the Garda Síochána, the Revenue Commissioners, a competent authority, the Criminal Assets Bureau or an inspector appointed under section 764(1) of the Companies Act 2014 with timely access, on request, to its internal beneficial ownership register. A relevant entity which fails to maintain an internal beneficial ownership register commits an offence and shall be liable on summary conviction, to a class A fine, or on conviction on indictment, to a fine not exceeding €500,000.
The information required to be recorded in the central register should be reflective of the current information contained in the internal beneficial ownership register at the date on which the filing is delivered. The required details of the person / presenter uploading the information will also be required.
With respect to the PPS number of a beneficial owner that has been delivered to the Registrar, the Registrar shall not disclose that number and only a "hashed" version of the number provided shall be stored by the Registrar.
The 2019 Regulations require that any changes that occur in the information contained in a relevant entity’s internal beneficial ownership register be reflected by a corresponding change being made in the central register; accordingly there is imposed on the relevant entity by the 2019 Regulations an obligation, referred to in the 2019 Regulations as the “follow up obligation”, to deliver information to the Registrar so as to allow any such change to be reflected in the central register, within 14 days from the change.
Access to the Central Register
Under the 2019 Regulations, unrestricted access to beneficial ownership information in the central register is permitted to a number of bodies, including but not limited to certain members of the Garda Síochána, the Financial Intelligence Unit Ireland, the Revenue Commissioners, the Criminal Asset Bureau.
In general, a designated person or member of the public may inspect the information in the central register. They have a right of access to the following information in the central register that relates to the relevant entity:
Certain rules around accessing information on the central register which relate to a minor who is a beneficial owner, are outlined in the 2019 Regulations. A template sample register is contained on the Companies Registration Office website here.
A number of offences are outlined in the 2019 Regulations with respect to the central register, including but not limited to the following:
1. A relevant entity that fails to comply with certain regulations contained therein commits an offence and shall be liable:
(a) on summary conviction, to a class A fine, currently €5,000, or
(b) on conviction on indictment, to a fine not exceeding €500,000.
2. A presenter that fails to comply with specific regulations contained therein commits an offence and shall be liable, on summary conviction, to a class A fine.
3. A person who, in purported compliance with specific regulations contained therein, makes a statement that is false in a material particular, knowing it to be so false or being reckless as to whether it is so false, commits an offence and shall be liable: (a) on summary conviction, to a class A fine or imprisonment for a term not exceeding 12 months or both, or (b) on conviction on indictment, to a fine not exceeding €500,000 or imprisonment for a term not exceeding 12 months or both.
Contributed by Deirdre Mooney, Head of Company Secretarial, William Fry.