Beneficial Shareholder Register

Table of Contents

Obligation to Compile Register

There is an obligation to compile and maintain a register of beneficial ownership in shares. It applies to “company”, which means any corporate or other legal entity incorporated in the State and includes a company.

The obligation does not apply to companies listed on a regulated market that is subject to disclosure requirements consistent with the law of the European Union or subject to equivalent international standards which ensure adequate transparency of ownership information.

Companies to obtain and hold Information

Every company shall take all reasonable steps to obtain and hold adequate, accurate and current information in respect of its beneficial owners, that is to say –

the name, date of birth, nationality, and residential address of each beneficial owner of it,
a statement of the nature and extent of the interest held, or the nature and extent of control exercised, by each such beneficial owner, and
the PPS number of each such beneficial owner to whom such a number has been issued,

Any PPS number so obtained shall not be disclosed by the company for any purpose of this Part. The foregoing information, in the case of a company or society, shall be associated by the company with its name and number as they appear on the register kept under the Companies Act 2014 or, as the case may be, the register kept under the Industrial and Provident Societies Acts 1893 to 2014.

The company shall enter the information in its beneficial ownership register, and the following information shall also be entered by it in that register –

the date on which each natural person was entered into the register as a beneficial owner of it; and
the date on which each natural person who has ceased to be a beneficial owner of it ceased to be such an owner.

Doubts & Records

If either –

after having exhausted all possible means and provided there are no grounds for suspicion by the company, no natural person is identified, or
there is any doubt that any natural person so identified is a beneficial owner of the company,

there shall be entered, in the company’s beneficial ownership register as its beneficial owners (stating the nature and extent of the control exercised by them), the names of one or more natural persons who hold the position of senior managing officials of the company (including their date of birth, nationality and residential addresses) and-

The company shall keep records of the actions taken in order to identify the beneficial ownership of it under both limbs of the relevant definition. The requirement with regard to not disclosing a PPS number and, in the case of a company or society, with regard to associating certain information with its name and number applies generally.

Information to Authorities

A company shall provide any member of the Garda Siochana, the Revenue Commissioners, a regulator, the Criminal Assets Bureau or an inspector appointed with timely access, on request, to its beneficial ownership register.

Each of the following:

the Garda Siochana;
the Revenue Commissioners;
a regulator;
the Criminal Assets Bureau,

may disclose the information in a beneficial ownership register to any corresponding regulator of another Member State (a “corresponding authority”); in the event of there being a request made of a body or other person referred to by a corresponding authority for disclosure of such information, the request shall be complied with in a timely manner.

Information to Designated Businesses

When a company enters into an occasional transaction with a designated business (subject to money laundering obligations), or forms a business relationship with a designated business, the company shall –

provide, in addition to information about its legal ownership, information on its beneficial ownership to the designated entity when the designated entity is taking customer due diligence measures;
on request from the designated business, provide the designated business with information identifying all the beneficial owners of the company; and
notify the designated business of any change to its beneficial ownership register that occurs which is relevant to the occasional transaction or that occurs during the course of the business relationship formed, and the date on which it occurred within 14 days from the date on which the company becomes aware of the change.

A company that fails to comply with the above commits an offence and shall be liable –

on summary conviction, to a class A fine, or
on conviction on indictment, to a fine not exceeding €500,000.

Notice by Company

A company shall give to any natural person whom it has reasonable cause to believe to be a beneficial owner of it the notice The notice requires the addressee –

to state whether or not he or she is a beneficial owner of the server of the notice, and
if so, to confirm or correct any particulars of his or hers that are included in the notice, and supply any that are missing,

A notice shall state that it is given under “Regulation 7 of the European Union (Anti Money Laundering: Beneficial Ownership of Corporate Entities) Regulations 2019”, and set out that which—

to the knowledge of the server is, or
with reasonable cause is believed by it to be, the relevant particular, or
in the absence of such knowledge or belief (on its part as respects a relevant particular) indicate, by leaving a space in the appropriate place, that that particular is not given in the notice.

A notice under this Regulation shall also state that the addressee is to comply with the notice by no later than the end of the period of one month beginning with the date of the notice.

A company is not required to give a notice under this Regulation if the company has already been informed of the status of the natural person as a beneficial owner of it and been supplied with all the particulars required and the information and particulars were provided either by that natural person or with his or her knowledge.

A company that fails to comply with Regulation 6 or any provision of this Regulation commits an offence and shall be liable, on summary conviction, to a class A fine.

A company may give to any person (whether a natural person or not) the notice referred to above if it has reasonable cause to believe that the person has the knowledge referred to.

Persons Believed to have Information

Notice to person believed to have information, etc. concerning beneficial ownership. This is a notice that requires the addressee to state whether or not the addressee knows the identity of –

any natural person who is a beneficial owner of the server of the notice, or any person (whether a natural person or not) likely to have that knowledge, and
if so, to supply any particulars of any such person that are within the addressee’s knowledge, and state whether or not the particulars are being supplied with the knowledge of each of the persons concerned,

Knowing the identity of a person includes a reference to knowing information from which that person can be identified.,

A notice under this Regulation shall state that it is given under “Regulation 9 of the European Union (Anti Money Laundering: Beneficial Ownership of Corporate Entities) Regulations 2019”, and) that the addressee is to comply with the notice by no later than the end of the period of one month beginning with the date of the notice.

A person to whom a notice under it is given is not required to disclose any information in respect of which a claim to legal professional privilege could be maintained in legal proceedings.

Duty to keep Register Up-to-date

This Regulation applies where particulars of a natural person, as being a beneficial owner of the company, are entered in a company’s beneficial ownership register.

If a change occurs and the natural person ceases to be a beneficial owner of the company, or any other change occurs as a result of which the particulars (stated in the foregoing register) in relation to the natural person are incorrect or incomplete the register must be updated.

The company shall, give the notice to the natural person if it knows or has reasonable cause to believe that a relevant change has occurred. The notice shall be given by the company as soon as reasonably practicable after it learns of the change concerned or first has reasonable cause to believe that the change concerned has occurred.

The notice is a notice addressed to the natural person concerned, that requires the addressee –

to confirm whether or not the change concerned has occurred, and
if so to state the date of the change, and to confirm or correct the particulars included in the notice, and supply any that are missing from the notice.

A notice shall state that it is given under “Regulation 11 of the European Union (Anti Money Laundering: Beneficial Ownership of Corporate Entities) Regulations 2019”. As respects such of the particulars as are known by the server of the notice (or with reasonable cause believed by it to have been the subject of the change concerned –

set out that which to the knowledge of the server are, or
with reasonable cause are believed by it to be, the relevant particulars as they now stand in consequence of that change, or
in the absence of such knowledge or belief (on its part as respects a relevant particular) indicate – by leaving a space in the appropriate place – that that particular is not given in the notice.

A notice under this Regulation shall also state that the addressee is to comply with the notice by no later than the end of the period of one month beginning with the date of the notice.

A company is not required to give a notice the company has already been informed of the change concerned and that information (including, as the case may be, the relevant particulars was provided either by the natural person concerned or with his or her knowledge.

A company that fails to comply or any provision of this Regulation commits an offence and shall be liable, on summary conviction, to a class A fine.

Duty of Beneficial Owner to notify his or her status

the natural person is a beneficial owner of a company,
the natural person knows that to be the case or ought reasonably to do so,
in relation to the natural person, the particulars are not stated in the company’s beneficial ownership register,
the natural person has not been given a notice by the company, and
the circumstances specified have continued for a period of at least one month.

a natural person concerned shall notify, in writing, the company of his or her status (as a beneficial owner) of the company.

That notification shall state the date, to the best of the person’s knowledge, on which the person acquired that status and the particulars required. This shall be complied with by the natural person not later than the end of the period of one month, beginning with the day on which all the conditions were first met with respect to the person.

A natural person who fails to comply or in purported compliance makes a statement that is false in a material particular, knowing it to be so false or being reckless as to whether it is so false, commits an offence and shall be liable, on summary conviction, to a class A fine.

Duty of a Person to notify Change

If in relation to the natural person (as a beneficial owner of the company),

the particulars stated in a company’s beneficial ownership register,
a change occurs,
the natural person knows of the change or ought reasonably to do so,
the company’s beneficial ownership register has not been altered to reflect the change, and
the natural person has not been given a notice by the company by the end of the period of one month, beginning with the day on which the change occurred.

A relevant change occurs if the natural person ceases to be a beneficial owner of the company or any other change occurs as a result of which the particulars (stated in the company’s beneficial ownership register) in relation to the natural person are incorrect or incomplete.

A natural person to whom the Regulation applies shall notify, in writing, the company) of the relevant change, and that notification shall state the date on which the change occurred, and give to the company any necessary information so that it can alter its beneficial ownership register to reflect that change.

This shall be complied with by the natural person not later than whichever of the following periods is the last to expire –

the period of 2 months beginning with the day on which the relevant change occurred,
the period of one month beginning with the day on which facts have come to the notice of the natural person from which he or she could reasonably conclude that the relevant change has occurred.

In proceedings for an offence under the Regulation, it shall be a defence to prove that the requirement (in the notice concerned) to give information was frivolous or vexatious.

Duty to Maintain Register

A company shall keep and maintain a register (known as a “beneficial ownership register”) in which there shall be entered by it the information set out above

the name, date of birth, nationality, and residential address of each beneficial owner of it,
a statement of the nature and extent of the interest held, or the nature and extent of control exercised, by each such beneficial owner, and
the date on which each natural person was entered into the register as a beneficial owner of it; and
the date on which each natural person who has ceased to be a beneficial owner of it ceased to be such an owner.

A company that fails to comply commits an offence and shall be liable on summary conviction, to a class A fine, or on conviction on indictment, to a fine not exceeding €500,000.

Corrective Court Declaration

If –

the name of any person is, without sufficient cause, entered in or omitted from a company’s beneficial ownership register, or
default is made or unnecessary delay takes place in entering in a company’s beneficial ownership register, the fact that a person has ceased to be a beneficial owner of it,

the person aggrieved or any other interested party may apply to the High Court for rectification of the register. Where an application is made, the High Court may either refuse the application or may order rectification of the beneficial ownership register and payment by the company of compensation for any loss sustained by any party aggrieved.

On such an application, the High Court may –

decide any question as to whether the name of any person who is a party to the application should or should not be entered in or omitted from the beneficial ownership register, and
more generally, decide any question necessary or expedient to be decided for rectification of the beneficial ownership register.

“Any other interested party” is any member of the company, and any other person who is a beneficial owner of the company.