The RBO is the central repository of statutory information required to be held by relevant entities (corporate or legal entity incorporated in the State) in respect of the natural persons who are their beneficial owners/controllers, including details of the beneficial interests held by them.
A Beneficial Owner is defined in Article 3(6), 4AMLD, as any natural person(s) who ultimately owns or controls a legal entity, either through direct or indirect ownership of a sufficient percentage of the shares or voting rights or ownership interest in the entity, including through bearer shareholdings, or through control via other means.
These include: ownership (directly or indirectly) of more than 25% of the company/society’s shares, controlling (directly or indirectly) more than 25% of the company/society’s voting rights, control via other means which is explained in Recital 13 of 4AMLD as follows: “Control through other means may, inter alia, include the criteria of control used for the purpose of preparing consolidated financial statements, such as through a shareholders' agreement, the exercise of dominant influence or the power to appoint senior management”.
If a relevant entity is a subsidiary owned by another corporate entity, any natural person(s) who holds or controls a shareholding of 25% plus one share, or an ownership interest of more than 25% in the parent corporate entity, is a beneficial owner(s) of the subsidiary. If a relevant entity is a subsidiary owned by multiple corporate entities, Article 3(6), 4AMLD, states that a shareholding of 25% plus one share or an ownership interest of more than 25% in a subsidiary held by multiple corporate entities which are under the control of the same natural person(s), shall be an indication of indirect beneficial ownership.
Ultimately, it is a natural person(s) who must be identified and entered on the RBO as the beneficial owner(s) of the relevant entity, irrespective of how many layers of ownership there are in the company/society’s structure. The name of another company/society cannot be entered on the RBO. If, after having exhausted all possible means and provided there are no grounds for suspicion, no natural person is identified as a beneficial owner, or if there is any doubt that the person(s) identified are the beneficial owner(s), the natural person(s) who hold the position of senior managing official(s) shall be recorded on the RBO as the beneficial owner. (Regulation 5(4) SI 110/2019). Relevant entities shall keep records of the actions taken to identify their beneficial owners (Regulation 5(5), SI 110/2019) If in doubt, a company/society should seek legal advice to assist it in establishing who its beneficial owners are.
Member States are obliged by Article 30(4), 4AMLD, to “ensure that the information held in the central register is adequate, accurate and current”. Therefore, RBO is legally obliged to validate the data entered on the RBO to ensure it is accurate and to ensure that the Beneficial Owner is alive and is a natural person.
The forename & surname entered in the RBO must match the name of the natural person, registered on their PPSN with the Department of Social Protection (DSP). The Registrar reserves the right to reject any submission where the name entered on the RBO Register does not match the name as registered on your PPSN with DSP. The Registrar of Beneficial Ownership is obliged by law to verify the identity of every beneficial owner in order to comply with the EU Directive that requires the register to be “adequate, accurate and current”.
For beneficial owners who have a PPSN, the RBO will verify their identity against data already verified by the Department of Social Protection (DSP) in respect of that person.
For beneficial owners who do not have a PPSN, the Registrar has determined under Regulation 21(2)(b), SI 110/2019, that the Form VIF - Declaration as to Verification of Identity - will be the method to be used to verify the person’s identity. Only one VIF will be required in respect of each beneficial owner and once this has been processed successfully and an VIF Number issued by the CRO that VIF Number can be used for making future beneficial ownership filings for that person.