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Attention is drawn to the recently issued Legal Notice regarding information on the beneficial ownership of commercial partnerships. The Companies Act (Register of Beneficial Owners) Regulations, 2017 will come into force on 1st January 2018 and will implement the relevant provisions on beneficial ownership information of Directive (EU) 2015/849 of the European Parliament and of the Council of 20 May 2015. The following important changes should be noted:
- As from 1 Jan 2018, the documents required for the registration of a new commercial partnership (company or partnership) must include a declaration – Form BO1 – concerning information on the beneficial owners of the proposed commercial partnership as is required by the regulations (unless the commercial partnership is exempt from such requirement in terms of the same regulations).
- Commercial partnerships shall be required to hold adequate, accurate and current information on their beneficial owner(s) in their own beneficial owners’ register which is to be set up for this purpose. Commercial partnerships registered before the coming into force of these regulations shall comply with these requirements by the end of June 2018.
- Commercial partnerships will be obliged to submit information on, or changes of, their beneficial owners to the Registrar of Companies in the prescribed manner. The Registrar shall enter the information on beneficial owners in a register of beneficial owners kept for this purpose. Access to this register will be available to eligible persons as from 1 April 2018.
A “beneficial owner” is defined by reference to the definition assigned to it under the Prevention of Money Laundering and Funding of Terrorism Regulations.
The regulations do not apply to (i) a company which listed on a regulated market, and ii) a company whose registered shareholders are exclusively natural persons who are disclosed in the public records at the register of commercial partnerships maintained by the Registrar of Companies.
If in doubt about the new obligations and responsibilities emanating from this legislation, a company and its officers should seek appropriate legal advice.