22 March 2019 the Statutory Instrument № 110 of 2019 (SI 110) that provides for creation of central register of beneficial owners of companies has been enacted in Ireland.
The main purpose of adoption of SI 110 is the implementation of requirement to establish registers of beneficial owners stipulated by 4th and 5th EU Directives on the prevention of the use of the financial system for the purposes of money laundering or terrorist financing (Directive (EU) 2015/849 and Directive (EU) 2018/843, accordingly) to the national legislation of Ireland.
The beneficial owners in Ireland are deemed to be natural persons:
- who ultimately own or control a legal entity through direct or indirect ownership of more than 25% of shares, voting rights or ownership interest in Irish company;
- if no such persons are identified, or if there is any doubt that persons identified are the beneficial owners, the natural persons who hold the position of senior managing officials are deemed to be beneficial owners of Irish company.
Initially, the requirement to create and to keep registers of beneficial owners, as well as maintain the information in such registers up-to-date, has been established in Ireland on 15 November 2016. The companies are obliged to enter the following information into their registers:
- The name and surname, date of birth, citizenship and residential address of all beneficial owners.
- A statement of the nature (e.g. direct shareholding) and extent of the interest (e.g. 26 % of shares) held by each such beneficial owner.
- The date on which each natural person was entered into the register as a beneficial owner.
- The date on which each natural person was ceased as a beneficial owner.
- If all possible means to identify beneficial owners were exhausted and provided there are no grounds for suspicion by the company, or there is any doubt that the persons identified are the beneficial owners, there shall be entered in the register the names of natural persons who hold the position of senior managing officials of the company (e.g. director).
The obligation to keep registers of beneficial owners is imposed only on legal entities in accordance with Irish laws, in particular on companies limited by shares (LTD), companies limited by guarantee, public limited companies (PLC), designated activity companies, unlimited companies, limited liability partnerships (LLP) and others. Thus, limited partnerships (LPs), trusts and other legal forms that are not deemed to be legal entities are not obliged to create and keep registers of beneficial owners.
Starting from 2019, all companies in Ireland will be obliged to file their registers of beneficial owners with the Central Register of Beneficial Ownership of Companies and Industrial and Provident Societies that was created by public authorities of Ireland. This is the electronic platform through which it is possible to fulfill special form of register of beneficial owners for saving it in the system of Companies Registration Office (CRO) of Ireland.
Filing of beneficial ownership information with the central register is to be done only through an on-line portal and it is not possible to file beneficial ownership information on paper, by post or by email. There is no fee for filing of such information.
The information of beneficial owners is not publicly available in Ireland and may be disclosed only to persons explicitly named by legislation, e.g. to officials of tax and law enforcement agencies if requested.
According to information provided by CRO in its official website, the electronic platform of central register will be launched on 29 April 2019, and filing of beneficial owners register will start at 22 June 2019. Companies will be obliged to file registers of beneficial owners in 5 months from the date at which the filing starts (that is before 22 November 2019).
In case any company fails to file the information of its beneficial owners with the central register, it will be liable to a fine in the amount not exceeding 5 000 Euro on summary conviction (or not exceeding 500 000 Euro on conviction on indictment).