Beneficial ownership
Published 19 October 2023
Introduction
A beneficial owner is a natural person. They are the ultimate owner or controller and /or the natural person on whose behalf a transaction or activity is being conducted. The need for accurate and up-to-date information on beneficial owners is a key factor in assisting in tracing criminals who might otherwise hide their identity behind a corporate structure.
Please refer to the AMLDs (see below), Criminal Justice (Money Laundering and Terrorist Financing) Act 2010 and the regulations referred to on these AML pages for definitions of a beneficial owner.
The Fourth Anti -Money Laundering Directive (Directive (EU) 2015/849 of the European Parliament and of the Council of 20 May 2015 (“AMLD 4”) and the Fifth Anti -Money Laundering Directive (Directive (EU) 2018/843 of the European Parliament and of the Council of 30 May 2018)(“AMLD 5”) ( collectively “AMLDs”) introduced obligations on member states to ensure beneficial ownership information of corporate legal entities and trusts is held on a central register .
Readers should also refer to the CCAB-I guidance Technical Release 01-2019 (updated in 2022) and section 6 in particular where you can find further information on beneficial ownership.
Central Registers
Ireland has established central registers as follows:
Central Register of Beneficial Ownership of Trusts (CRBOT)
This register was established under S.I.194/2021 European Union (Anti-Money Laundering: Beneficial Ownership of Trusts) Regulations 2021.The Irish Revenue Commissioners maintains the CRBOT. Click here for information on the Irish Revenue Commissioners page on CRBOT.
Register of Beneficial Ownership of Corporate entities and Industrial and Provident Societies (RBO)
This register was established under S.I. No.110 of 2019 the European Union (Anti-Money Laundering: Beneficial Ownership of Corporate Entities) Regulations 2019. As a result of an ECJ decision in November 2022 (see below) the regulations were amended in June 2023 by S.I.308/2023 the European Union (Anti-Money Laundering: Beneficial Ownership of Corporate Entities) (Amendment) Regulations 2023. The Registrar of companies has been appointed the Registrar of Beneficial Ownership of Companies and Industrial and Provident Societies and maintains the RBO. Click here for more information about the RBO.
Register of Beneficial Ownership of Certain Financial Vehicles
This register was established under S.I. 233/2020 the European Union (Modifications of Statutory Instrument No. 110 of 2019) (Registration of Beneficial Ownership of Certain Financial Vehicles) Regulations 2020 and Investment Limited Partnerships (Amendment) Act 2020. The regulations were amended by SI 321/2021 European Union (Modifications of Statutory Instrument No. 110 of 2019) (Registration of Beneficial Ownership of Certain Financial Vehicles) (Amendment) Regulations 2021 .The entities which must register are Irish Collective Asset-Management Vehicles, Unit Trusts, Credit Unions, Investment Limited Partnerships and Common Contractual Funds. This register is maintained by the Central Bank of Ireland. Click here for more information on this register.
Central register of information on safe-deposit boxes and bank and payment accounts
This register was established under S.I.46/2022 the European Union (Anti-Money Laundering: Central Mechanism for Information on Safe-Deposit Boxes and Bank and Payment Accounts) Regulations 2022. Therese regulations were amended by SI 445/2022 , European Union (Anti-Money Laundering: Central Mechanism for Information on Safe-Deposit Boxes and Bank and Payment Accounts) (Amendment) Regulations 2022 and see also S.I. No. 22 of 2023 European Union (Money Laundering and Terrorist Financing) (Use Of Financial and Other Information) Regulations 2023. This register is maintained by the Central Bank of Ireland. Click here for information on the Ireland Safe Deposit Box Bank and Payment Accounts Register (ISBAR).
Beneficial Ownership Registers Interconnection System (BORIS)
BORIS is a tool set up in line with the AMLDs to connect the national central registers holding beneficial ownership information of corporate and other legal entities and trusts and other types of legal arrangements. Since the ECJ judgment in November 2022 versus Luxembourg Business Registers the beneficial ownership registers interconnection system (BORIS) currently cannot provide public access to the information held in the national beneficial ownership registers. The judgment invalidated the requirement introduced by the AMLDs that Member States must make information on the beneficial ownership of legal persons held in central Registers accessible in all cases to any member of the general public.
Paul Egan SC delivered a paper on the challenge of privacy law to corporate transparency and probity at the Corporate Enforcement Authority’s Inaugural conference in October 2023.
The paper addresses the topical issues of public access to information such as CRO documents and information versus the EU trend towards concealment of ownership information and corporate secrecy .The paper refers to further reading material on this area. It also contains many useful diagrams including comparators on access to company registers ,who has the right to inspect and take copies and RBO information for Irish private companies and group structures. The paper also signals the presenter’s view of the shortcomings of the attempted Irish fix (Beneficial Ownership of Corporate Entities) (Amendment) Regulations 2023) in light of the 2022 ECJ ruling where the ECJ held invalid the provisions of the AMLDs which require information on the beneficial ownership of corporate /other legal entities to be accessible in all cases to any member of the general public. You can read further about that on his firm Mason Hayes & Curran’s Encroachment of Privacy Law on Disclosure of Company Information.
Requirement for directors to provide PPSNs
The requirement for Irish company directors to provide a Personal Public Service number (PPSN) when filing certain forms in the Irish Companies Registration office came into force on 11 June 2023. The new disclosure requirement is intended to help protect against identity theft. If a director does not have a PPSN but has already been issued with an RBO number from the Register of Beneficial Ownership (see above), then this number can be used as their Identified Person Number on the CRO portal.
For further information on this requirement please use the following links:
Accountancy Ireland October 2022 (charteredaccountants.ie)
TA 02/2023 - Questions and Answers on the provision of PPSNs for directors on certain CRO filings
Click here to access the Corporate Enforcement Authority’s website where there is an information note on the requirement for company directors to provide PPS numbers when filing certain documents .
Please also see here for the CRO’s PPSN – FAQ (cro.ie) .
Case law
The AMLDs required that information on the beneficial ownership of corporate and other legal entities be accessible in all cases to any member of the general public. In November 2022 the Court of Justice of the European Union (ECJ) held invalid the provisions of the AMLDs which require information on the beneficial ownership of corporate and other legal entities incorporated within the territory of Member States to be accessible in all cases to any member of the general public. You can read here the press release from the ECJ and here for the text of the judgment in the case.
The ECJ found that the provision interfered with the rights guaranteed by the Charter of Fundamental Rights of the European Union (“Charter”).It found the provisions were neither limited to what is strictly necessary nor proportionate to the objective pursued .It found that the general public’s access to information on beneficial ownership constitutes a serious interference with the fundamental rights to respect for private life and to the protection of personal data, enshrined in Articles 7 and 8 of the Charter.
Ireland responded to the CJEU ruling by implementing the European Union (Anti-Money Laundering: Beneficial Ownership of Corporate Entities) (Amendment) Regulations 2023 on 13 June 2023 .These changes mean that there has been no change to the unrestricted access afforded for example to the Garda Siochana and FIU Ireland and no change to the restricted access granted for example to designated persons such as banks doing customer due diligence. However, others who seek access and are not in these categories must provide evidence of legitimate interest in inspecting the register by demonstrating that the person is engaged in preventing ,detecting or investigating money laundering or terrorist financing offences and that the relevant entity about which information is sought is connected with persons convicted of money laundering or terrorist financing offences or holds assets in a high risk third country .
Click here for a June 2023 news item on the regulations .Recent Irish change to access to beneficial ownership information. - ..rteredaccountants.ie (charteredaccountants.ie)
Click here for a link to Dáil debates where the Irish Minister for Finance and other deputies discuss the difficulties being encountered as a result of the restricted access to registers.
Institute material
Technical Release 01-2019 (updated in 2022).
Technical alert TA 04/2021 - Register of Beneficial Ownership of Companies and Industrial and Provident Societies – Guidance for Insolvency Practitioners.
2021 article from Accountancy Ireland on beneficial ownership registers .
Sept 2022. News item on Irish Central Bank register of safe-deposit boxes and bank and payment accounts.
Legislation
Click here to go to our legislation page.
These pages are provided as resources and information only and nothing in these pages purports to provide professional advice or definitive legal interpretation(s) or opinion(s) on the applicable legislation or legal or other matters referred to in the pages. If the reader is in doubt on any matter in this complex area further legal or other advice must be obtained. While every reasonable care has been taken by the Institute in the preparation of these pages, we do not guarantee the accuracy or veracity of any resource, guidance, information or opinion, or the appropriateness, suitability or applicability of any practice or procedure contained therein. The Institute is not responsible for any errors or omissions or for the results obtained from the use of the resources or information contained in these pages.
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