Update on the 5AMLD and the CRO Central Register on Beneficial Ownership for Companies and Industrial and Provident Societies

On 19 December our Knowledge Bulletin reported that political agreement had been reached on the 5AMLD. This agreed text has now been published.  It has been agreed that there should be a right of public access to the beneficial ownership register for corporates. The Council and the Parliament must now formally adopt the 5AMLD which will then enter into force 20 days after its publication in the OJ and Member States will have 18 months from that date in which to implement into national law.

The agreed text of 5AMLD extends the deadline for the introduction of the central beneficial ownership register for companies to 18 months after the date of entry into force of 5AMLD. It also extends the deadline for the introduction of the central beneficial ownership register for trusts to 20 months after the date of entry into force of 5AMLD. The deadline for the interconnection of registers is being extended to 32 months after the entry into force of 5AMLD.

Last week the Companies Registration Office (CRO) published revised information regarding:

• the timelines for the launch of the central beneficial ownership register for companies and industrial and provident societies (I&Ps) (Central Register); and
• the time frame for companies and I&Ps to make relevant beneficial ownership filings on the Central Register.

The CRO website states that it is expected that the Department of Finance will make a Statutory Instrument (SI) in the coming months assigning separate legal responsibility to the Registrar of Companies for the establishment and maintenance of the Registrar of Beneficial Ownership of Companies and Industrial and Provident Societies.  The Registrar of Companies has provided the following update:

• The Register of Beneficial Ownership (RBO) is expected to be in place and ready to be populated in early 2018.

• It is expected that there will be an extended time-frame for companies and I&Ps to file without being in breach of the statutory duty to file.
• Filing will be done by entering the details of each beneficial owner, one at a time, though a new on-line portal. There are no plans for paper forms and there will be no filing fee. It will not be possible to file beneficial ownership data on any existing CRO form.
• The information to be filed with the RBO in respect of each beneficial owner (who must be a natural person) will include the following:
  • Forename & Surname
  • Date of birth
  • Nationality
  • Residential address
  • A statement of the nature of the interest held by each beneficial owner (eg controlling shareholder)
  • A statement of the extent of the interest held by each beneficial owner (eg controller of 26% of shares in company)
  • The date on which each natural person was entered in the company's own register as a beneficial owner of the corporate entity
  • The date on which each natural person who has ceased to be a beneficial owner of it, ceased to be such an owner
  • If no natural persons are identified there shall be entered in the register the names of the natural person(s) who hold the position(s) of senior managing official(s) of the company.
• Details of the presenter making the entry in the RBO on behalf of the company will also be required, ie name, contact details and capacity in which they are filing.

Until the SI is formally passed, this information is subject to change. The proposed timeline for the establishment of the RBO may be extended in light of the 5AMLD revisions. As soon as the SI is passed, the Registrar of Beneficial Ownership of Companies and I&Ps will launch an information campaign providing more definite information to companies and I&Ps. A Template of the data to be entered into the RBO is provided on the CRO website.

For further information please contact Jack O Farrell, Julie Murray, Nollaig Greene or Paula Reid.

Date published: 9 January 2018