The Register of Beneficial Ownership (RBO) was established in Ireland in 2019 under the European Union (Anti-Money Laundering: Beneficial Ownership of Corporate Entities) Regulations 2019. Its purpose is transparency: to make sure the real people behind every company can be identified, so that companies cannot be used to hide the proceeds of crime, launder money or finance terrorism. Registration is not optional, and the obligations continue for as long as the company exists.
Who Counts as a Beneficial Owner
A beneficial owner is always a natural person, never another company. An individual is generally a beneficial owner of an Irish company where they:
- Own more than 25% of the company's shares, directly or indirectly through other companies;
- Hold more than 25% of the voting rights; or
- Exercise control over the company by other means, for example through a shareholders' agreement or a right to appoint the majority of the board.
The 25% threshold is a strict test. A person holding exactly 25% does not meet it, while a person holding 25% plus one share does. Where no individual can be identified as a beneficial owner after all reasonable steps have been taken, the company must instead record its senior managing officials, such as its directors, and keep a record of the steps taken.
Two Separate Obligations
The regulations place two distinct duties on every company:
- An internal register:
the company must keep its own up-to-date register of beneficial owners, containing adequate, accurate and current information.
- The central register:
the same information must be filed with the central RBO, which is operated by the Registrar of Beneficial Ownership.
Filing Deadlines
A newly incorporated company must file its beneficial ownership details with the RBO within five months of incorporation. After that, any change recorded in the company's internal register, such as a share transfer that takes someone above or below the 25% threshold or a change to a beneficial owner's address, must be notified to the RBO within 14 days of the change. Unlike the CRO annual return, there is no yearly RBO filing, which is why changes are often overlooked.
Information Reported
For each beneficial owner, the RBO records their name, date of birth, nationality, residential address, country of residence and the nature and extent of the interest or control they hold. A Personal Public Service Number (PPSN) is required for verification purposes. Individuals who do not have a PPSN must go through a separate identity verification process with the RBO before the filing can be completed, which can add time for companies with overseas owners. The PPSN is used only to verify identity and is not made available to anyone searching the register.
Who Can Access the Register
Following a 2022 ruling of the Court of Justice of the European Union, general public access to beneficial ownership registers across the EU was ended. In Ireland, full access is now limited to competent authorities such as An Garda Síochána and the Revenue Commissioners, designated persons such as banks, accountants and solicitors carrying out anti-money laundering checks, and others who can demonstrate a legitimate interest. In practice, banks and professional advisers routinely check the RBO when onboarding a company, and a missing or inconsistent entry can delay account openings and transactions.
Penalties for Non-Compliance
Failing to keep an internal register or to file the required information with the RBO is a criminal offence. On summary conviction, a company can face a class A fine of up to €5,000, and on conviction on indictment a fine of up to €500,000. Officers of the company can also be held personally liable where an offence is committed with their consent or through their neglect. A beneficial owner who knowingly provides false information can face prosecution as well.
Trusts and Other Entities
Companies are not the only entities covered. Irish trusts must register their beneficial owners with a separate Central Register of Beneficial Ownership of Trusts, maintained by the Revenue Commissioners, and certain investment funds and partnerships are subject to their own registers. Group structures involving trusts or foreign holding companies can make identifying the true beneficial owners considerably more complex.
For further guidance and support with RBO filings and beneficial ownership compliance, contact Setup Your Company at info@setupyourcompany.ie or call us on 01 628 3177.
