Does a CLG or Dormant Company have to file with the RBO?
We have a CLG and a dormant LTD company. Do these companies have to file with the Register of Beneficial Owners?
All companies must file with the Register of Beneficial Owners regardless of company type; whether they trade, make a profit or are a not for profit or charitable company. This includes CLG’s and dormant companies.
If the company is a CLG it does not have shareholders, but it does have members.
Control or ownership of shares is only one of the criteria for a person to be a beneficial owner. Other criteria are: direct or indirect control or ownership of voting rights or ownership interest or through control via other means.
Control via other means 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”.
Where all possible means to identify the beneficial owners have been exhausted, and no natural person has been identified as a beneficial owner, the Regulations provide that the Senior Managing Officials (e.g. Director(s) and/or CEO) shall be deemed to be the beneficial owners. Companies shall keep records of the actions taken to identify their beneficial owners (Reg 5(5), SI 110/2019).
Before a CLG makes a filing with the RBO it must take all necessary steps to identify a beneficial owner in accordance with the definition of control.
Filing Requirements
- New companies are required to make a filing within 5 months of the date of incorporation
- Existing companies had until 22nd November 2019 to file with the RBO. Any company that has not made this filing may be prosecuted by the Registrar of Beneficial Owners
- Companies do not have to make an annual filing with the RBO
- However, if there is a change in the beneficial ownership of the company then the company must update the RBO within 14 days of the change
What is the process for making a filing?
For a detailed guide to the beneficial ownership requirements for companies see our previous article
To purchase our RBO Templates click here
The RBO website has a very comprehensive FAQ section that should answer most queries on the RBO click here for more
The main points to consider are: –
- Complete the process to Identify any beneficial owner (must be an individual)
- Where all possible means to identify the beneficial owners have been exhausted unsuccessfully or no individual satisfies the definition of a beneficial owner, the Regulations provide that the Senior Managing Officials (“SMO”) (e.g., the Director(s) and CEO) shall be deemed to be the beneficial owners
- File on time with the RBO
- If any changes occur update the internal RBO and then make a filing on the Central Register within 14 days of the change. This is what we see as one of the biggest issues for companies
- 90% of companies have filed with the RBO. The Registrar has commenced issuing summons against companies that have not yet filed with the RBO
- These companies could face a Class A fine of up to €5,000 and on conviction on indictment to a fine of up to €500,000
- Designated persons are now required to inspect the RBO and establish the identity of beneficial owners before the establishment of a business relationship
- Banks are requiring companies to file with the RBO before bank accounts are opened which is often in advance of the 5-month deadline.
- Banks are making the majority of the discrepancy reports so it is important that companies take time to apply the rules correct and identify any beneficial owners, file on the RBO and provide the correct information to the bank to avoid having to deal with any discrepancy issues with the RBO which could slow up any account opening or transactions.
Note: The content of this article is provided for information purposes only and does not constitute legal or other advice.
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