Did you know that if you have a company you must register its beneficial ownership either by 22nd of November 2019 or within five months of incorporation, whichever is the later? You have to do this even though the exact same information can be derived from the CRO for those companies where the beneficial ownership is the same as the legal ownership, as with most companies. The good news is that it is not very difficult and it is free.
I have just done it for our company, and while in no way constituting legal or exhaustive advice, here’s how it went for me.
The first few things you need to know are:
- Every company has one or more beneficial owners, either by virtue of owning more than 25% of the company and/or by virtue of control in another form, of which voting rights or directorships are the most common. For most companies this will be the same as the legal shareholders and/or the directors.
- A beneficial owner is a real person, not another company or similar. So where a company is owned by another company and so on, you need to track all the way up through the ownership structure until you get to the real persons. You then need to calculate which of those own 25% or more and/or control the original company. Remember that a person could own part of the company along more than one route.
- There are some heavy penalties for non-compliance
For each person you are going to register you need to know their name, date of birth, PPSN, address and nationality. There are procedures on the web site for people who do not have a PPSN.
Now you are ready to register. Go to rbo.gov.ie
First you must register as a user. Press on login/register. On the next form press on Create Account. This is a fairly intuitive process with two exceptions. Contrary to most systems your email address is not your Login Name, so you will need to think of one. Secondly you are asked whether you want to register as an individual or an organisation. You aren’t given any explanation as to what the difference is. I registered as an individual, even though I had many companies which I wanted to process. That seemed to work fine. You’ll get an email to confirm the email address you did provide and you need to confirm this before you can proceed to actually logging in.
Second you start the filing for a company. I found the web site fresh in appearance but quite fiddly to use. Press on START NEW FILING. Enter part of your name in the search field and select the company you want to do the registration for. Interestingly it made no check as to whether I was allowed to register details for this company or not, so in my humble opinion the system is wide open to abuse. Press START and we’re off to the next step.
Now add the beneficial owners one by one. In the Change Options panel tick add new beneficial owner and press next. Follow the onscreen instructions.
Up to June this year it was mandatory to have an internal register of beneficial of owners. Did you know that? From my reading, in some places it looked like this requirement was replaced by the new RBO. In others it looked like both were still required and in the end I decided to go the safe route. Now you would think that having gone to the effort of doing all this admin, they would at least give you a free report of what you had just entered at the end of the process. And in fact at the end of the filing there is a tempting button to download the form. This in fact just downloads a blank PDF which tells you that it is intentionally blank. You do get an email confirming your entry, but in the world of GDPR, it has no useful content. I decided to pay the €2.50 to pay for the report of what I had just entered (very frustrating) and filed that away. I am still not sure if that fulfils all the requirements as it does not contain all of the information just entered, e.g PPSN. So if you want to be absolutely sure, maintain a handwritten list or a spreadsheet containing the information you enter.
The whole process took me about 10 minutes. Much better than a fine of up to €5,000. So you really should get on with doing it.
And remember to keep it up to date, within 14 days of any changes.