Background
On the 25 June 2020 Regulations S.I. No 223/2020 – EU (Modifications of Statutory Instrument 110 of 2019) (Registration of Beneficial Ownership of Certain Financial Vehicles) Regulations 2020 (the 2020 Regulations) came into effect.
The purpose of the 2020 Regulations is to amend the European Union (Anti-Money Laundering: Beneficial Ownership of Corporate Entities) Regulations 2019 S.I. No 110 of 2019 (the Principal Regulations) and to set out the beneficial ownership requirements for the following entities (the Applicable Financial Vehicles):-
- Irish Collective asset - management vehicles (ICAV's)
- Unit Trust Schemes where Unit Trust means (a) a unit trust scheme within the meaning of the Unit Trusts Act 1990 (No 37 of 1990) or (b) an undertaking for collective investment in transferable securities (within the meaning of the UCITS Regulations) that is constituted of a unit trust thereunder and authorised under those Regulations.
- Credit Unions.
The 2020 Regulations appoints the Central Bank of Ireland (CBI) as the Registrar of Beneficial Ownership of Irish Collective Asset- management Vehicles, Credit Unions and Unit Trusts.
Previously, under the Principal Regulations, the Central Register of Beneficial Ownership of Companies and Industrial and Provident Societies did not extend to Applicable Financial Vehicles.
Requirements
Existing Applicable Financial Vehicles established on or before 25 June 2020 will be required to file beneficial ownership details to the CBI by 25 December 2020. New Applicable Financial Vehicles established after 25 June 2020 will be required to file beneficial ownership details to the CBI within 6 months of establishment.
In respect of Unit Trusts a 25% threshold has been introduced for the definition of a beneficial owner as follows: (a) a natural person who owns, or is ultimately entitled to control, more than 25% of the units of the unit trust or (b) any other natural person exercising ultimate control over the unit trust by direct or indirect ownership or by other means and shall be deemed to include any trustee under, or the settlor of, the arrangements that constitute the unit trust (whether or not falling within either or both (a) or (b) above).
The 2020 Regulations clarify that the obligations applying to corporate entities to list senior managing officials will not apply to Unit Trusts where it is not possible to identify a beneficial owner.
The 2020 Regulations further clarify that the obligations of the unit trust under the Regulations must be discharged by the management company of the unit trust.
Conclusion – Other Central Beneficial Ownership Registers
In addition to the two State authorities that have responsibility for maintaining a Central Register of Beneficial Ownership of corporate and other legal entities in Ireland (as previously mentioned above namely (i) the Central Register of Beneficial Ownership of Companies and Industrial and Provident Societies and (ii) CBI ) , it also intended that a separate central register in respect of the beneficial ownership of Trusts , which is also required under the Fourth EU Anti – Money Laundering Directive (EU) 2015/849 , as amended by the Fifth EU Anti-Money Laundering Directive (EU 2018/843) will be implemented by a separate authority in due course (details of such proposed separate authority yet to be confirmed)