Wednesday, November 6, 2019
The deadline of 22 November 2019 is fast approaching for the new filing requirement for all companies and legal entities in relation to their beneficial ownership. There are severe penalties for non-compliance with this filing requirement.
What you need to know:
- Every company (including Companies Limited by Guarantee, and Charities that are a company) must file its beneficial ownership details with the Central Register of Beneficial Ownership (the “Central Register”) on or before 22 November 2019.
- Information required to be filed with the Central Register (and kept on your internal register, save the PPSN):
- Date of birth;
- Residential address including country;
- PPS number;
- Nature and extend of interest or control;
- Date of entry as a beneficial owner on the register; and
- Date of entry of ceasing to be a beneficial owner.
- In the case where a beneficial owner does not have a PPSN, a Form BEN2 (statutory declaration) will need to be filled out and filed.
- The only companies exempt from filing are companies listed on a regulated stock exchange (i.e. listed PLCs).
Penalties for non-compliance:
- Any company that fails to make this filing or fails to obtain and hold information on its beneficial owners in its own internal register are liable for a €5,000 fine on summary conviction and may also be liable to a fine not exceeding €500,000 if convicted on indictment.
What you need to do:
Step 1: Identify your beneficial owner(s) (if any)
- “Beneficial owner” means any natural person(s) who ultimately owns or controls the company and/or the natural person(s) on whose behalf a transaction or activity is being conducted.
- “Beneficial owner” includes the natural person(s) who ultimately owns or controls a legal entity through direct or indirect ownership of a sufficient percentage of the shares; or voting rights; or ownership interest in that entity; or through control via other means.
- Direct ownership – A shareholding of 25% plus one share or an ownership interest of more than 25% in the company held by a natural person;
- Indirect ownership – A shareholding of 25% plus one share or an ownership interest of more than 25% in the company held by a corporate entity, which is under the control of a natural person(s), or by multiple corporate entities, which are under the control of the same natural person(s);
- Control through other means – examples are: through a shareholder’s agreement; the exercise of dominant influence; or the power to appoint senior management etc.
In cases where no individual meets the requirements of being a beneficial owner, details of the senior managing officials of the Company (e.g. company directors, and / or CEO) should be entered in the internal register of beneficial owners and filed with the Central Register.
Step 2: Once your beneficial owners are identified:
- Enter and hold the information of your beneficial owners in your internal register;
- File the details of the beneficial owners with the Central Register before 22 November; and
- Each time the company’s beneficial ownership changes you are obligated to update the Central Register within 14 days of updating your internal register.
- Should you require further information or advice on any of the above, or assistance with your filing at the Central Register, please contact Patrick Butler.