A Beneficial Owner is defined in Article 3(6) of 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 an entity falling within the meaning of CFV is a subsidiary owned by another corporate or other legal 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 entity, is a beneficial owner(s) of the subsidiary.
If an entity falling within the meaning of Certain Financial Vehicle is a subsidiary owned by multiple corporate or other legal entities, Article 3(6) of 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 or other legal 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 Register as the beneficial owner(s) of the entity, irrespective of how many layers of ownership exist.
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 Register as the beneficial owner.
Senior Managing Official is defined in S.I. 110 of 2019 which states that it "includes a director and a chief executive officer". Accordingly, the Central Bank expects that when recording Senior Managing Official, it includes at a minimum a Director and Manager/CEO and would expect that the Chairperson is included among Directors recorded. It is ultimately a matter for a CFV to interpret this requirement and record additional senior management or directors as Senior Managing Officials as they see fit.
Further details on how to include senior managing official information is set out at the end of this FAQ.
Unit Trusts
In respect of Unit Trusts, the definition of beneficial owner is set out in Regulation 4 of S.I. 233 of 2020. By virtue of the definition, the following applies:
- A natural person must be identified in accordance with limbs (a) or (b) of the definition.
- The trustee/settlor whether they are a natural person or a corporate entity must also be identified.
In respect of limb (b) of the definition, a natural person must be registered who exercises "ultimate control over the entity by means of direct or indirect ownership or by other means". Ultimately, it is a matter for each party to determine who this is but may be a person in the trustee or management company who, in respect of the unit trust, exercises such a role. For example, the most senior PCF in the trustee firm or management company.
Therefore, details of:
- the natural person(s) in 1 above; and/or
- the trustee/settlor (as applicable) in 2 above;
should be included in the information provided to this register. Further details on how to include these details is set out at the end of this FAQ.
*A legislative change is pending in respect of Regulation 4(1) S.I. 233 of 2020 to legally prescribe the reporting of SMO where no natural person can be identified as a beneficial owner, as applicable for Unit Trusts.
Note:
Guidance for providing Senior Managing Official details:
When submitting beneficial ownership information to the central register via the Portal, the following guidance should be followed when entering information in respect of Senior Managing Officials:
- Nature of interest - Select 'Senior Managing Official' from the drop down menu.
- Is the Person's interest / control direct or indirect? – Will be automatically populated (N/A).
- Extent of interest/control: % owned or controlled: - Will be automatically populated (N/A).
- Further information / clarification in relation to nature / extent of ownership / control - this cell is mandatory and can be used to provide further details. A maximum character limit of 400 characters is permitted in this field.
Guidance for Unit Trusts when making a submission:
Trustee/Settlor/Management Company
- If the Trustee/Settlor/Management Company is a corporate/legal entity, select ‘Add Corporate Entity’ option.
- Add Corporate Entity Name, Registered Address, Town/City and select Country from drop down menu.
- Relationship to CFV – Select Trustee / Settlor / Management Company as required
- Add Date CFV entered relationship with the corporate entity