The onus to ensure Statutory Registers are accurately maintained in a timely manner is a given but what happens if you make a mistake?

Mistakes happen and can usually be rectified. It is important to remember that if you have to rectify Statutory Registers you are more than likely going to have to rectify information already filed in the Companies Registration Office. (CRO).

Depending on what the mistake is and when it occurred you have to consider how to rectify it in a timely manner. For example, suppose you find a mistake today where in 2020 an allotment of 50,000 shares was incorrectly recorded as an allotment of 500 shares what do you do? There are a number of things to consider such as those outlined below.

• Form B5 – form filed in the CRO noting allotment of shares. To amend the figure from 500 to 50,000 prepare and file a Form B42A.

• Form B1 – Annual Return filed in the CRO which provides a snapshot of the company on a particular date. Check everything to do with the shares (share class, total number, and members) provided in each Annual Return filed from 2020 to date. If any of the information needs to be amended prepare and file Forms B1B for each of the relevant years.

• Financial Statements – check if mistake impacts on financial statements. Financial Statements cannot be amended once they have been approved and signed by the Directors but, you should contact the Accountant/Auditor to notify them of the error so they can advise on what actions may be required when preparing the next set of Financial Statements.

• Board Minute – it would be appropriate for the Directors to note at a Board Meeting that a mistake had been made and all necessary steps had been taken to rectify the situation.

I know the phrase “to err is human to forgive is divine” but there is no divinity when it comes company law. Sweeping a mistake under the carpet never works. Once a mistake has been identified take appropriate advice to ensure it is dealt with promptly and fairly.

Irish companies are now legally obliged to maintain a new Company Register – the Register of Beneficial Ownership

In November last year part of a new EU Regulation came into effect in Ireland (The European Union (Anti-Money Laundering: Beneficial Ownership of Corporate Entities) Regulation) which had the immediate effect of requiring Irish companies to create, maintain and keep up to date a new Company Register – the Register of Beneficial Ownership. This Register must include at least the following information with respect to every beneficial owner of the company:

–       name;

–       date of birth;

–       nationality;

–       address;

–       statement on the nature and extent of the interest held; and

–       date on which a person becomes or ceases to be a beneficial owner.

Does this new legislation apply to our company?

In most cases the answer to this question will be yes (there are certain exceptions e.g. Irish companies that are already subject to disclosure requirements such as those listed on a regulated market or trust structures do not have to have a Register of Beneficial Ownership).

What is a Beneficial Owner?

In general terms, a beneficial owner is any person owning or controlling an interest of 25% or more in a company, whether directly or indirectly. The Regulations require directors to identify a natural person, not a corporate or other body, who holds an interest in the relevant entity at this level.

What if I don’t know who the Beneficial Owner is?

Ignorance is not bliss! Companies are obliged to take certain steps to establish the beneficial owners but there are provisions to include the details of senior management of the company in the Register if the beneficial ownership details cannot be established despite these steps.

My company is part of a group and the ultimate beneficial owner is the same for each entity in the group – can we have just one Group Register?

No! The Regulations do not provide for a group exemption. Accordingly, each relevant entity within a corporate group must establish its own Register, even when the ultimate beneficial owner of all the relevant entities in that group is the same.

What happens if I do nothing?

Failure to comply with the obligations under the Regulation is a criminal office and any relevant entity or individual that commits such an offence could be liable for a fine of up to €5,000 on summary conviction.

Will the details in this Register become public?

For many companies this is a primary concern and unfortunately one which no long term definitive answer can be given. The Regulations derive from the 4th EU Anti-Money Laundering Directive which is expected to be implemented in full in Ireland in the next few months. Once implemented it will result in the establishment of a central register of beneficial ownership which is to be controlled by a new registrar – the Registrar of Beneficial Ownership of Companies & Industrial & Provident Societies.

Exactly who shall have access to this central register has yet to be determined. The Directive gives member states the discretion on the extent of accessibility of the central register and at the moment there are no indications that this central register will be immediately available to the public. Interestingly however, in the UK their central registers are accessible to the public. The extent of public access is a very contentious aspect of the new Regulations and KomSec will keep you updated on exactly what happens with regard to access this summer and into the future.

Can KomSec help me comply with this new legislation?

Absolutely. Just contact us and we can ensure your Register of Beneficial Ownership is compiled and maintained in accordance with this new legislation and any future requirements of the new Registrar of Beneficial Ownership of Companies & Industrial & Provident Societies.