Benefical ownership register

Article 30 of The Fourth EU Anti-Money Laundering Directive (EU 2015/849) (the “Directive”) requires each and every Member State of the EU to implement procedures around beneficial ownership information for corporate and legal entities. There are two stages to this process:

  1. As of 15th November 2016 (being the commencement date of The European Union (Anti-Money Laundering: Beneficial Ownership of Corporate Entities) Regulation 2016 (the “Regulation”) corporate and legal entities must hold adequate, accurate and current information on their beneficial owner(s) on their own internal beneficial ownership register; and
  2. Corporate and legal entities will in due course be required to file this information with the central beneficial ownership register.

Beneficial ownership for corporate entities is defined as being a natural person 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 corporate entity.

    • A shareholding of 25% plus one share or an ownership interest of more than 25% in the corporate entity held by a natural person shall be an indication of direct ownership of the corporate entity.
    • A shareholding of 25% plus one share or an ownership interest of more than 25% in the corporate entity held by a second corporate entity, which is under the control of a natural person or persons or by multiple corporate entities which are under the control of the same natural person or persons shall be an indication of indirect ownership of the corporate entity.

Beneficial Ownership Register – information to be held by companies

Section 4 of the Regulation sets out the information which is required to be held by each company on its beneficial ownership register since 15 November 2016 which includes:

    • The name, date of birth, nationality and residential address of each beneficial owner (the beneficial owner must be a natural person);
    • A statement of the nature and extent of the interest 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 who has ceased to be a beneficial owner ceased to be such an owner;
    • If having exhausted all possible means and provided there are no grounds for suspicion by the relevant entity, no natural person is identified, or there is any doubt that the natural person identified is a beneficial owner, the beneficial ownership register shall contain details of the one or more natural persons who hold the position of senior managing official of the relevant entity.

Beneficial Ownership – Central Register

It is expected that that the Department of Finance will make a Statutory Instrument assigning responsibility for the establishment and maintenance of a central beneficial ownership register to the Registrar of Companies. The Companies Registration Office (“CRO”) expect the central register to be in place and ready to be populated in the winter of 2017 and it is expected that there will be a grace period of likely 6 months for companies to file information with the CRO. It is expected that filings will be made on line and that there will be no filing fee payable.