A Statutory Instrument to establish a Central Register of Beneficial Ownership of Companies and Industrial and Provident Societies (RBO) was recently signed into law by the Minister for Finance.

This legislation provides for the appointment of a Registrar of Beneficial Ownership of Companies and Industrial & Provident Societies.

The intention is that this function will be given to the Registrar of Companies, according to the Companies Registration Office.

Adequate information

Statutory Instrument No 560 of 2016, which required all corporate and legal entities to hold adequate, accurate and current information on their beneficial owner(s) in their internal register, has been revoked and replaced with immediate effect by Statutory Instrument No 110 of 2019. 

Part 3 of the Statutory Instrument, which relates to the establishment of the central register, will come into operation on 22 June.

The RBO will begin to accept on-line filings from that date, after which there will be five months for companies and Industrial & Provident Societies (I&Ps) to file their RBO data without being in breach of their statutory duty to file.

The RBO will write to each company and I&P about their filing obligations in the coming weeks.

The RBO website is now live at: www.rbo.gov.ie. 

The full text of the Fifth Anti-Money Laundering Directive (5AMLD) can be found at
https://bit.ly/2KPksQk and an updated version of 4AMLD, incorporating the changes in 
5AMLD, can be found at https://bit.ly/2JNee7z

With effect from 1 June, the Registrar of Companies has decided to utilise powers under section 898 of the Companies Act 2014, to introduce a 14-day limit on returning certain post incorporation forms to the CRO that have been sent back to the presenter for amendment.

Not received

If the amended documents are not returned within that 14-day limit they will be deemed to have never been received. 

This applies to forms such as those related to Ordinary and Special Resolutions, 
Amendments to Constitutions, Allotment of Shares, Changes to Share Capital, 
and Summary Approval Procedures.

Full presenter details are required on documents filed with the CRO in relation 
to Summary Approval Procedures (SAPs).

Declarations

Some SAP declarations and authorising special resolutions filed with the CRO have been found to have no presenter's details stated, the body says.

Parties are also advised that that is no requirement to insert an ARN into a B1 Form 
(Annual Return) unless one is filing audited financial statements. If a financial package auto-fills an ARN inadvertently and is submitted to the CRO it will be send back to the presenter.