Register of Beneficial Owners
With effect from 15 November 2016, Irish incorporated companies are required to create and maintain a register of beneficial owners.
Ireland’s obligations to establish a central register of beneficial owners arise under the European Union (EU) Fourth Anti-Money Laundering Directive (‘4AMLD’ or ‘the Directive’). The 4AMLD is to be enacted into Irish law no later than 26 June 2017. Similar obligations apply to all EU Member States.
The purpose behind creating a central register of beneficial ownership information is, at a minimum, to make the information available to financial institutions in conducting their customer due diligence procedures for anti-money laundering purposes, to certain authorities such as police forces and to other persons or organisations who can demonstrate a legitimate interest in the information. The Irish central register will be held by the Companies Registration Office.
It is very possible that Ireland will decide to make the central register information publicly available.
What information will be held on the beneficial ownership register?
Beneficial owners are essentially individuals with significant control (whether direct or indirect) over the company. Ownership interests in listed companies are excluded from these requirements.
In simple terms, a beneficial owner include an individual:
- Owning or controlling, directly or indirectly, more than 25% of the shares or voting rights in a company, or
- Who has the ability to exercise dominant influence or control over a company. or
- Where it does not prove possible to establish the ultimate beneficial owners of a company and/or there are no individuals who meet these threshold ownership requirements, the name and details of the directors or the chief executive officer of the company should be disclosed on the register instead.
The information to be included on the register is:
- Date of birth
- Residential address
- A statement of the nature and extent of the interest held by the beneficial owner e.g. 30% of the ordinary shares of the company.
- The register must also include details of the date on which the individual was first added onto the register as a beneficial owner and the date on which the individual ceased to be a beneficial owner.
Companies should take advice from their professional advisers on this matter.