RBO filing for Irish companies
Every Irish company must file the details of its beneficial owners with the Central Register of Beneficial Ownership (RBO). The obligation comes from the European Union (Anti-Money Laundering: Beneficial Ownership of Corporate Entities) Regulations 2019, S.I. 110/2019. It is separate from your CRO filings and it is not satisfied by anything you file at incorporation.
Who has to be reported
A beneficial owner is a natural person who ultimately owns or controls more than 25 per cent of the shares or voting rights in the company, or who otherwise exercises control. Ownership held through another company or a trust still has to be traced back to the individuals behind it. Where no natural person can be identified, the senior managing officials are entered instead.
Deadlines
- New companies: within five months of the date of incorporation.
- Any change: within 14 days of the change taking effect. This includes a share transfer, a new shareholder crossing the 25 per cent threshold, or a change of address of an existing beneficial owner.
Why it matters
Failure to file is an offence for both the company and its officers. On summary conviction the penalty is a Class A fine. On conviction on indictment it rises to a fine of up to EUR 500,000, imprisonment for up to 12 months, or both. In practice the more immediate problem is commercial: banks, payment institutions and professional advisers are designated persons under anti-money laundering law and check the RBO as part of customer due diligence. An unfiled or out-of-date RBO record will stall a bank account application.
Non-resident beneficial owners
Each beneficial owner must be filed against a PPS number. A beneficial owner who does not hold one cannot simply be entered. They must first be verified through Form BEN2, which is a declaration of identity witnessed by a notary public in their own country, after which the RBO issues a transaction number that we use to complete the filing. If this applies to you, order the Identified Person Number service alongside this one and we will sequence the two correctly.
Who can see the register
General public access was withdrawn in 2023 following a Court of Justice of the European Union ruling. Access is now limited to competent authorities such as Revenue, An Garda Siochana and the Central Bank, to designated persons carrying out customer due diligence, and to applicants who can demonstrate a legitimate interest.
What we do
- Review your share register and ownership chain and identify every reportable beneficial owner
- Collect and check the required particulars for each one
- Prepare and submit the filing to the RBO
- Confirm acceptance and provide the filing confirmation for your company file
- Flag any beneficial owner who needs Form BEN2 verification before filing is possible
Price shown is per filing, exclusive of VAT. Where a company has more than one beneficial owner requiring separate verification, we will confirm the position before proceeding.