The RBO is a central online portal of statutory information required to be held by relevant entities in respect of the natural persons who are their beneficial owners/controllers, including the beneficial interest held by them. All corporate and legal entities (other than companies listed on a regulated market), including Trusts, Investment funds and Industrial and Provident Societies must identify their Beneficial Owners, keep their details on their own internal register and register the details with the RBO.

The RBO is a standalone register, and is in addition to the existing statutory registers maintained by the Companies Registration Office.

If a company remains live on the CRO’s Register, (even in liquidation status) it still exists as a legal entity under the Companies Act 2014, and must adhere to the provisions set out in Statutory Instrument 110/2019 and continue to file its Beneficial Ownership details.

Only when a company has ceased to exist, that is, it has a status on the CRO registry of dissolved or struck off will there no longer be a requirement for the company to file Beneficial Ownership details.

The deadline for all companies to register on the RBO is the 22nd November 2019. It is the responsibility of the beneficial owner(s) to ensure that a submission has been made for your company before the deadline. Filing of beneficial ownership data can only be made on-line through a portal on the RBO website. There are no paper forms and no filing fees involved.

Going forward, all newly incorporated companies need to register their beneficial ownership details within five months of incorporation. Any changes to the company/society’s own list of beneficial owners must be notified to the central Registrar of Beneficial Ownership (RBO) within 14 days of the change. Failure to comply with these requirements is a breach of statutory duties and a criminal offence.

A Beneficial Owner is defined as the natural person(s) who ultimately owns or controls a legal entity. These include:

• ownership (directly or indirectly) of more than 25% of the company/society’s shares,

• controlling (directly or indirectly) more than 25% of the company/society’s voting rights,

• control via other means where an individual, who does not hold more than 25% of the shares or voting rights or ownership interest of an entity, still exercises significant control or influence over the entity.

• If there are no beneficial owners the Senior Managers are to be entered on the RBO.

The name of another company/society cannot be entered on the RBO.

Access to the RBO

Regulations 24 and 25 of SI 110/ 2019 provides for two types of access to beneficial ownership in the central register – “unrestricted access” and “restricted access”. Consequently, there will be two tiers of access to data in the RBO. For information on who has access to RBO data and in which form, please visit the RBO website

Challenges with Filing

If you have attempted to file the information on the Central Register, you may have has some issues in making a successful submission. The RBO Registrar recently highlighted that the average rejection rate on submissions is 26% and less than 20% of companies had filed their details.

The main challenge with a successful submission is that information for the beneficial owner(s) must be in accordance with the details registered with the Department of Employment Affairs and Social Protection. If the application is rejected the notification does not state which details are incorrect and for which owner, if there is more than one beneficial owner.

Under Data Protection regulations, the RBO does not have access to the personal details entered by the presenter. Personal details are verified against Department of Employment Affairs and Social Protection (DEASP). They are not verified with the Revenue Commissioners.

According to the RBO website, the most common reasons for a submission rejecting are:

• PPSN and/or Date of Birth is incorrect

• Mismatch on name

• Using maiden name instead of married name and vice versa

• Using middle name in everyday usage, but not matching with forename as registered with DEASP (John Smith vs Edward John Smith)

• Using shortened versions of a name (Joe/Joseph)

• Using variations of a name (James/Jimmy)

• Using Irish version of a name, when English version is registered with DEASP or vice versa (Eibhlínn/Eileen)

• Mix-up on entering details for multiple beneficial owners

If you have any queries regarding the information registered with the Department of Employment Affairs and Social Protection you are advised to contact them at your local PPSN Registration Centre. This must be done only by the beneficial owner and not the presenter.

For assistance with completing your registration, please contact one of our offices, or email liza@amatino.ie .