15 Nov 2019 | 11.45 am
Huge Shortfall In Beneficial Ownership Register Filing
Filing due before November 22
15 Nov 2019 | 11.45 am
Only 23% of the 234,510 companies that are legally obliged to register their ownership details by November 22 had done so by November 13.
The Chartered Governance Institute, the body representing governance professionals such as company secretaries who are helping companies to navigate the process, says that due to a litany of problems since the registration requirements were announced, it’s highly unlikely that there will be anything close to full compliance by the approaching deadline.
CGI development manager John Burns said every company must register their beneficial owners within the next ten days. But IT glitches and delays have meant that a six-month period to have these owners registered has been seriously affected.
“An issue highlighted by the Institute earlier in the year regarding foreign domiciled company owners who did not have the required Irish PPS number was one reason for the delay,” Burns explained. “This issue was finally sorted by mid-October but caused a four-month long backlog for that category of owner.
“There are still ongoing problems with one in four registrations being rejected due to inconsistencies in the information where, as an example, a PJ Murphy may be the owner of a company and his official name is Patrick Murphy. Unless he uses Patrick, the application is liable to be rejected.
“A rejection is then sent to the owner and the advisor will be informed that the submission was rejected. However neither will know the exact reason for the rejection. This can lead to frustrations on the side of the owners and advisors and multiple attempts at filing.”
In Burns’ view, it may well be the case of too many cooks spoiling the broth because there are different stakeholders, including the departments of Justice, Finance and Enterprise.
“The Companies Registration Office is endeavouring to deal with issues and queries that arise while they would appear to have had no input into the actual legislation or timelines imposed,” Burns added. “Even the choice of closing date, November 22, is curious, as this is easily the busiest time for company annual returns being filed. That, coupled with personal tax deadlines, has put huge pressure on advisors and their clients in trying to meet all the various deadlines.
“Worse, it’s still not clear, despite this being a problem created by the authorities, that there will be an extension date given to register ownership or whether fines or other penalties for late or non-registration will be imposed. Members need clarity on these serious issues immediately,” said Burns.
The Register of Beneficial Ownership of Companies and Industrial & Provident Societies (RBO) opened on 29 July 2019 and the deadline for filing Beneficial Ownership details is 22 November 2019.
It applies to all companies registered under the Companies Act 2014 and societies registered under the Industrial and Provident Societies Acts 1893-2018. Corporate entities listed on a regulated market that is subject to disclosure requirements consistent with EU law or subject to equivalent international standards which ensure adequate transparency of ownership information are not required to file beneficial ownership data with the RBO
What information do you need to file with the RBO?
First Name and Last Name (middle names are not required)
Date of Birth
Details of nature and extent of interest held / control exercised by each beneficial owner
Date on which the beneficial owner was first entered into the entity’s internal register.
There is no filing fee and filing is online only at rbo.gov.ie .If a relevant entity fails to complete the required filing by 22 November 2019, the entity may be guilty of an offence under the Regulations which may result in the entity being prosecuted and fined.
What precautions should you take to ensure my RBO submission does not fail the validation checks ?
Before filing details for a beneficial owner, you should check that you are using the same First Name, Last Name, PPSN and Date of Birth that are registered with the Department of Employment Affairs and Social Protection (DEASP) for that person.
These details can be checked by the beneficial owner contacting DEASP at http://www.welfare.ie/en/Pages/Personal-Public-Service-Number-Registration-Centres-by-Count.aspx
What are the most common errors made in filing RBO data ?
The most common reasons for a submission to fail is that one or more of the following details do not match the details held by DEASP: First Name, Last Name, PPSN and/or Date of Birth. The most common name mis-matches are maiden name used instead of married name and vice versa; middle name used which is not registered with DEASP (middle names are not required in the RBO); shortened version or variation of a name, when DEASP has the full/formal version; Irish version of a name, when English version is registered with DEASP and vice versa. More information, FAQs, and videos on how to file with the RBO are available at rbo.gov.ie.
Nick Metcalfe (pictured), Corporate Governance and Compliance partner with law firm Mason Hayes and Curran, commented: “A beneficial owner for the purposes of this legislation is a natural person who directly or indirectly owns or controls over 25% of a relevant entity, or who controls that entity by other means.”
Under the new Register, the Gardaí, the CAB, the Financial Intelligence Unit and other competent authorities such as the Law Society or the Bar Council will be entitled to all the information (except PPS numbers) on request.
“Organisations required to conduct customer due diligence (such as banks or law firms) will have a right of access to limited information, being an individual’s name, country of residence, nationality, month and year of birth and the nature and extent of ownership and control,” said Metcalfe.
“Members of the public will also be entitled to inspect that limited information on the register. The public will not, therefore, have access to a beneficial owner’s residential address.”