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The deadline for filing Benficial Ownership details in the Central Beneficial Ownership Register is the 22nd of November, 2019. KomSec would advise clients not to leave registration until the last minute as a rush of registrations could cause a system overload in the Companies Registration Office (which is handling filings on behalf of the Registrar of Beneficial Owernship). It should also be remembered that the 2019 legislation increased the sanctions substantially from those provided for in the 2016 legislation. A company who breaches the Regulations may now be liable to a class A fine (currently up to €5,000) or, on indictment, a fine not exceeding €500,000. In addition to these fines, custodial sentences of up to 12 months can be imposed. You have been warned!
Further details can be obtained by contacting KomSec or accessing the Central Register website at https://rbo.gov.ie/
Central Register of Beneficial Ownership of Companies and Provident Societies – Opening Postponed
The common understanding of Beneficial Ownership is that companies must provide details of any individual with an ultimate shareholding of 25%+1 share in any company registered in Ireland.
Providing a detailed understanding of the intricacies involved or, obtaining the pertinent information required is not easy.
The history in implementing EU Anti-Money Laundering Directives in Ireland is almost as long as the name of the Irish Central Register. Some of the key points relating to Anti-Money Laundering and Beneficial Ownership are noted below.
November 2016 Statutory Instrument No. 560 requiring companies to create and maintain a Register of Beneficial Ownership
July 2018 5th Anti-Money Laundering Directive entered into force in EU
November 2018 Criminal Justice (Money Laundering and Terrorist Financing) (Amending) Act 2018
March 2019 Statutory Instrument No. 110 requiring companies to file their Beneficial Ownership details with the Central Register
June 2019 Central Register to be open for electronic filings by companies
November 2019 Deadline for all companies to complete their filings on the Central Register
January 2020 Transposition of 5th Anti-Money Laundering Directive by all Member States
It should have been possible from 22.06.2019 for companies to start electronically filing in the Central Register. Unfortunately, the Central Register have advised that the opening of the Register has been postponed temporarily.
Regardless of whether or not one can file on the Central Register companies must still maintain and update their own internal Register of Beneficial Owners.
New Beneficial Ownership Rules
The long-awaited legislation to set up the Beneficial Ownership Register in the Companies Registration Office has finally arrived. The relevant statutory instrument (The European Union (Anti-Money Laundering: Beneficial Ownership of Corporate Entities) Regulations 2019) was enacted on the 22nd of March 2019.
What does this mean for my company?
- The majority of Irish companies must have an internal Beneficial Ownership Register in place. If this is not already actioned it must be done now. It can no longer be put on the long finger!
- Beneficial Ownership information must be filed in the newly established Central Register of Beneficial Ownership. The Register will be operational and filings can commence from the 22nd of June 2019. There is a five-month grace period which means the latest a filing can be made on is the 22nd of November, 2019 – although it is probably not advisable to wait until then as the penalties for non-compliance have been sizably increased.
Is there anything new I should be aware of (apart from the basic fact that there is a new Central Register)?
- PPS numbers for every Beneficial Owner must now be provided for in the Register
- Some of the information on the Central Register will be accessible to the general public
- Fines for breach have increased from €5,000 to €500,000
More details and advice on this important new legislation is available at any time from KomSec .
2019 KEY DATES
01.01.2019 New Year’s Day - last chance to relax before going back to work
01.01.2019 PAYE Modernisation
02.01.2019 Relax, you are one of the few people actually back at work
08.01.2019 Earth Rotation Day – commemorating Leon Foucault who determined Earth rotated on its axis in 1851.
28.01.2019 Global International Data Protection Day – yes more GDPR!
January Make sure you have set up dates for all quarterly board meetings during 2019
01.02.2019 CAO applications deadline
02.02.2019 Six Nations Rugby England V Ireland
17.03.2019 St. Patricks Day - one day in the year when everyone is happy to be seen in public with green face paint
and Shamrock Hats!
21.03.2019 Local Property Tax deadline – if paying full amount in one go.
3.03.2019 Mother’s Day – do not give her flowers bought at the petrol station on the way home!
March Quarterly Board Meeting
21.04.2019 Easter Day
22.04.2019 No groaning – you knew what you were doing when you eat all those chocolate Easter eggs
April Audit – make sure someone is actively managing the Audit which includes telling the Auditors!
06.05.2019 Bank Holiday - May Day
09.05.2019 Europe Day
03.06.2018 Bank Holiday
16.06.2018 Father’s Day
June Quarterly Board Meeting
01.07.2019 International Kissing Day – why, what’s wrong with kissing every day?
02.07.2019 UFO Day – that’s more like it, bring it on ET!
04.08.2019 Single Working Women’s International Day
05.08.2019 Bank Holiday
30.09.2019 Annual Return Date for bulk of companies – panic or call us!
September Quarterly Board Meeting
28.10.2019 Annual Return – deadline for electronic filing
28.10.2019 Bank Holiday
11.11.2019 – 15.11.2019 Charity Trustee’s Week
23.11.19 Pay first payment of Corporation Tax
24.12.2019 Santa Claus is coming – go to bed
25.12.2019 Make sure the oven is on, and the turkey is in!
December Quarterly Board Meeting
New Customer Portal in the Registry of Friendly Societies
The Registry of Friendly Societies (RFS) is responsible for the efficient and effective registration and general regulation of over 1,000 Friendly Societies, Industrial and Provident Societies and Trade Unions in Ireland.
The RFS first foray into an online presence occurred in 2012 so, the launch this month of a new customer portal is a timely and welcome enhancement to all users. The portal will enable a substantial level of business to be carried out online such as:
- creating a new entity; and
- filing Annual Return and amendments.
Apart from the ease of online filing, Users will be able to avail of reduced fees for online filings. Quite how valuable the reduction of fees will be to Users is questionable given the total average annual filing fees paid to the RFS appears to hover around €46,000 to €50,000 per annum. As my Grandmother always said “Every mickle makes a muckle” so, improving filing capabilities whilst also providing for some cost savings can only be a good thing.
All companies are required to keep adequate accounting records but, what precisely does “adequate accounting records” mean?
Adequate accounting records are records which:
- correctly record and explain transactions of a company;
- detail assets, liabilities, financial position, profit or loss of a company; and
- enable directors to prepare annual financial statements.
The type of information which must be contained within the accounting records should cover information such as outlined below.
- All monies received and spent
- All assets and debts
- All purchases and sales
- Records of stock held
- Records of services purchased or provided
- Record of all goods bought and sold, including a record of itemised invoices
Time is money so, handling all of the above personally may not be the most cost effective option for a company.
- having a qualified book-keeper (part-time or full-time)
- retaining information in a simple format - does not have to be a costly bespoke piece of software.
Ireland itself is seen to be in the top ten countries in the world for innovation with the highest population of Science and Engineering Graduates in the OECD.
Companies considering Ireland as a potential location will have no difficulty amassing substantial information on the benefits of locating and working in Ireland. The challenge is to find an efficient way through that labyrinth of seemingly contradictory material.
One of the first ports of call should be the IDA – Ireland’s inward investment promotion agency – which actively promotes and support Foreign Direct Investment into Ireland. The IDA will help companies considering setting up or investing in Ireland by facilitating Site visits, access to Universities, provide Advice, etc.
Apart from having IDA contacts in Ireland itself, the IDA has representatives around the world ensuring decision makers in Global Head Offices can access onsite visits and clear data on the benefits of locating in Ireland.
The IDA highlights some interesting facts on businesses located in Ireland, and reasons why.
- 17 of the top 20 global software companies
- 14 out of 15 top medical tech companies
- 20 out of 25 top financial services companies
- 10 out of 10 top pharma companies
- 8 out of 10 top industrial automation companies
- 9 out of 10 top global software companies operate in Ireland
- 3 of 5 top games publishers based in Ireland
- 25% tax credits for Research & Development
Do not take our word for it, visit the IDA website https://www.idaireland.com/ and see for yourself.
5 Reasons to consider doing business in Ireland
1. Ireland has been ranked as one of the best countries for business by Forbes Magazine.
In addition, the IMD World Competitiveness 2017 Yearbook ranked Ireland;
- 1st in the world for investment incentives for foreign investors
- 1st in the world for labour flexibility and adaptability of the workforce
- 2nd most competitive country in Eurozone
2. Native English Speakers
Post-Brexit, Ireland will be the only native English-speaking member in the EU with access to the European Market of 500 million consumers.
3. An unrivalled Hub for Foreign Direct Investment
In 2017 Ireland was named the best country in the world for attracting high-value foreign direct investments for the sixth year in a row. Many of the world's high performing global companies are doing business in Ireland including Google, Facebook, Paypal, Intel, Twitter, Pfizer, Citi, Huawei and Novartis.
4. Well Educated Workforce
Ireland’s workforce is well educated, flexible and adaptable. Ireland also has the highest proportion of science and engineering graduates in the OECD.
5. Attractive Tax Regime
Ireland offers 12.5% corporation tax and 25% R&D Tax credit and other taxation benefits. The country also has exceptional intellectual property (IP) and holding company regimes.
For facts about Ireland, click IDA Facts about Ireland
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