RBO Means Really Bad Outcome

Posted in Company Secretarial, CRO
Register of Beneficial Ownership

The Central Register of Beneficial Ownership of Companies (RBO), due to the implementation of the 4th EU Anti-Money Laundering Directive (AML4D), holds information of all beneficial owners with more than a 25% stake in a private company, trust, industrial and provident society or other applicable entity.

The closing date to file is November 22, 2019 for companies formed before July 29, 2019 and after this date it will be considered a breach of statutory duty not to file and penalties of €500,000 may arise.

Companies formed after July 29, 2019 have 5 months to file.

The RBO Registrar recently highlighted that approximately only 8% of companies have filed.

And this is going to cause a major filing problem.

Beneficial Owner Information to be Filed

In general, where no beneficial owners can be identified, the names of the directors/senior managers or anyone else that exerts a dominant influence in the company must be filed instead as the “beneficial owners”. The following information is required to be filed with the RBO in respect of each beneficial owner (must be a natural person):

  • Company name
  • Company CRO number
  • Full name of beneficial owner
  • Date of birth
  • Nationality
  • Country of residence
  • Residential address
  • Personal Public Service Number (PPSN)
  • A statement of the nature of the interest held by the beneficial owner
  • A statement of the extent of the interest held by the beneficial owner
  • The date on which each natural person was entered in the company’s own register as a beneficial owner
  • The date of cessation as beneficial owner.

If no natural persons are identified as beneficial owners, there shall be entered in the RBO the names and details of the natural persons who hold the positions of a senior managing officials of the company. Relevant entities shall keep complete records of the actions undertaken to identify the beneficial owners (Regulation 5(5) of S1 110/2019).

Problem

The RBO is designed to accept and register submissions when all details entered are correct as per the records held by the Department of Employment Affairs and Social Protection (DEASP) only. Under GDPR the RBO does not have access to the personal details entered by the presenter.

And this is where the MAJOR problem lies as….

The forename and surname filed with the RBO must match the legally registered name of the natural person.

The Registrar reserves the right to reject any submission where the name submitted to the RBO does not match the name, date of birth and PPSN as held on file by DEASP.

They are not verified with the Revenue Commissioners.

If the application is rejected the notification does not state which details are incorrect if there is more than one beneficial owner

This in our experience is the biggest challenge to a successful RBO filing.

The RBO Registrar has confirmed that 26% of all submissions are rejected for generally the following reasons:

  1. PPSN and/or date of birth is incorrect
  2. Mismatch on name
  3. Using maiden name instead of married name and vice versa
  4. Using middle name in everyday usage, but not matching with forename as registered with DEASP (Paul Smith vs Michael Paul Smith)
  5. Using shortened versions of a name (Des/Desmond, Eddie/Edward)
  6. Using variations of a name (Bridget/Breege, Ted/Edward)
  7. Using Irish version of a name, when English version is registered with DEASP (Eibhlínn/Eileen)
  8. Using English version of a name, when Irish version is registered with DEASP (Eileen/Eibhlínn)
  9. Mix-up on entering details for multiple beneficial owners.

If you have any queries regarding your personal information registered with DEASP you are advised to contact them ASAP. This must be done only by the beneficial owner and not the presenter.

And if the information with DEASP is incorrect it may be advisable to just use their information as requesting changes may result in the Nov 22 deadline being missed and exposure to penalties!

As the headline suggests RBO means RBO!

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