Central Register Companies

Obligation  to File in Central Register

An obligation imposed on a company to deliver information to the Registrar may be discharged by a person who is not an officer or employee of it, acting on the company’s behalf.

A company that is in existence before the commencement of the regulations shall deliver the information specified to the Registrar within 5 months from such commencement. A company that comes into existence shall, within 5 months from its incorporation, deliver the information specified to the Registrar in such manner as the Registrar determines.

Registrar of Beneficial Ownership of Companies

The Minister may, after consultation with the Minister for Finance, appoint a registrar, who shall be known as the “Registrar of Beneficial Ownership of Companies and Industrial and Provident Societies” and is in these Regulations referred to as the “Registrar”, and such assistant registrars, as he or she thinks necessary, and may remove any persons so appointed.

There is a register which shall be known as the “Central Register of Beneficial Ownership of Companies and Industrial and Provident Societies”. The central register shall be maintained by the Registrar; the information required by this Part to be delivered or submitted to the Registrar shall be entered in that register by the Registrar and that register shall be kept in such form as he or she considers appropriate.

Discrepancy

Where any of the particulars contained in the beneficial ownership register of a company come to the knowledge of a designated business (subject to money laundering obligations) and forms the opinion that there is a discrepancy, the designated business shall deliver, in a timely manner, to the Registrar, in such manner as the Registrar determines, a notice of that opinion, specifying the particulars as respects which the foregoing discrepancy exists.

On receipt of the foregoing notice, the Registrar shall -if the Registrar considers it appropriate to do so, make an entry in the relevant place in the central register which states that the notice has been received and specifies the particulars as respects which the foregoing discrepancy exists.

He may   serve a notice on the company concerned which states that the foregoing notice has been received, and  specifies the particulars as respects which the foregoing discrepancy exists, and requests the company to deliver to the Registrar within a period specified in the notice and in such manner as the Registrar determines

• a submission as to why the company considers the opinion of the designated business concerned not to be well-founded, or
• if the company considers the opinion of the designated business concerned to be well founded, such amended particulars (for entry in the central register) as are required
• where the company is satisfied that the delivery of such is the appropriate means by which the discrepancy can be resolved, and
• such a request shall be complied with by the company accordingly.

Information to be Delivered

The following is the information that shall be delivered by a company to the Registrar:

• the name, date of birth, nationality and residential address of each beneficial owner of the entity;
• 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 name and number of the entity 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,

In addition to what is provided above, there shall be delivered to the Registrar by the company for the purpose of verification of the information delivered the PPS number of each beneficial owner to whom such as number has been assigned, or ) such information as stands determined by the Registrar for the purposes of the Regulation.

Where the obligation imposed on a company is discharged by its acting through an officer or employee of it, there shall be delivered to the Registrar the name, address, phone number and e-mail address of the officer or employee for correspondence purposes, and particulars as to the capacity in which the officer or employee is acting.

Ongoing Management & Deletion

The Registrar shall delete from the central register information entered in it in relation to a company if 10 years have elapsed from the dissolution (should such occur) of the company and, as soon as may be after that deletion, the Registrar shall destroy that information.

As respects a PPS number of a beneficial owner that has been delivered to the Registrar -the Registrar shall not disclose that number, and only a” hashed version”) that has been generated by the employment of a mathematical function shall be kept. The mathematical function so employed, must not allow the PPS number to be determined from the hashed version.

The Registrar shall, as respects any information that has been received and recorded by the Registrar, destroy the information as soon as may be after 10 years have elapsed from the dissolution (should such occur) of the company to which it relates.

Information to be Provided by Presenter

The following information shall also be delivered by the presenter to the Registrar:

• the presenter’s name, address, phone number and e-mail address;
• particulars as to the capacity in which the presenter is acting; and
• if the presenter is not a natural person, the name, address, phone number and e-mail address of a natural person for correspondence purposes.

Updating

There is a duty to keep information in the beneficial ownership register and central register aligned and up to date. Any changes that occur in the information contained in a company’s beneficial ownership register must be reflected by a corresponding change being made in the central register. Accordingly, there is a “follow-up obligation” – to deliver information to the Registrar so as to allow any such change to be reflected in the central register.

The company’s follow-up obligation is to deliver to the Registrar, as appropriate –

• the same information as that which the company is required to enter in its beneficial ownership register, or
• the appropriate information that will enable the Registrar to make the same amendment or deletion of information in the central register as that which the company is required to make in its beneficial ownership register,
• and the follow-up obligation shall be discharged within 14 days.