Navigating Beneficial Ownership Requirements in Ireland – Celebrating the 10th anniversary of the soon defunct 4th EU AML Directive

Navigating our increasingly complex and regulated world can seem like a game of survival of the fittest. With more pressure on companies to comply with a flurry of Irish and European regulations, it is no wonder that they are turning to service providers to assist them in ensuring compliance with what may seem like an endless cliff of bureaucracy. On the other hand, Governments and pan-national bodies need to ensure that our financial and corporate structures are not being used to hide income or to finance illegal activities.

Knowing who is the Ultimate Beneficial Owner of a structure is one of the many tools used by the European and Irish legislator to tackle the misuse of corporate structures, by ensuring that those who ultimately benefit from them are fully identified. Let’s take a look at the regulations, the requirements and how a corporate services provider can assist you as you navigate beneficial ownership requirements in Ireland. Ultimately, what’s most important for you is to focus on your business with peace of mind.

The law

For nearly 10 years the EU has strengthened its regulations on the need to identify the Ultimate Beneficial Owner(s) of legal entities. Article 30(1) of the EU’s Fourth Anti-Money Laundering Directive (as amended) requires all EU Member States to put into national law provisions requiring corporate and legal entities to obtain and hold adequate, accurate and current information on their beneficial owner(s) in their own internal beneficial ownership register.

What is Beneficial Ownership?

A Beneficial Owner is defined in Article 3(6), 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. The standard threshold is set at 25% though under the Sixth Anti-Money Laundering Directive (AMLD6), Member States may decide to lower it to 15% for high-risk sectors.

What is clear here is that the regulator is looking to find out who is ultimately behind a structure either given that person’s shareholding, or their control through voting rights or other means.

It is important to note that the ownership or control of the entity can be either direct (i.e. a direct shareholder of an entity) or indirect (i.e. through a multitude of legal entities). The regulator wants to avoid an illusion of dilution through multiple layers and legal entities.

If it is determined that no individual owns more than the 25% threshold, and no beneficial owner can be identified after reasonable efforts, the company must apply a fallback rule and record its senior managing officials (such as directors or the CEO) as the beneficial owners in the Register of Beneficial Ownership (RBO). The company is also required to document the steps taken to identify a Beneficial Owner and retain this record for audit or regulatory review.

The clear challenge lies in correctly identifying the Ultimate Beneficial Owner in large complex structures, especially where there are multiple layers and the potential for indirect ownership. Another complexity is to determine the individual(s) who could be considered as Ultimate Beneficial Owners through control. Shareholders’ agreements for example may shift the control from one shareholder to another.

What needs to be done to comply with this regulation?

There are three important aspects that need to be kept in mind when it comes to Ultimate Beneficial Owners:

• Registering with the Central Register of Beneficial Ownership (RBO): Irish entities must submit details of individuals who ultimately own or control the entity to the RBO. This submission is done electronically and can be facilitated by your corporate services provider. Should an individual not have an Irish PPS number, an additional form submission is needed to ensure that the individual is properly registered. To ensure Beneficial Owners’ privacy, public access to the RBO was restricted following a 2022 ruling by the European Court of Justice.
• Maintaining an internal register: Companies are also required to keep a private, up to date record of their Beneficial Owners at their registered office. Your service provider can ensure that this register is compliant with local regulations and up dated as and when needed.
• Filing deadlines and updates: Initial filings must be made within 5 months of incorporation, and any changes to beneficial ownership must be updated in both the internal register and the RBO within 14 days. Failure to do so may result in criminal penalties.

Looking Ahead: Evolving Requirements

Beneficial ownership regulations continue to evolve across the EU. Under the upcoming AMLD6, Member States — including Ireland — will be required to implement a new “legitimate interest” model for accessing ownership registers, balancing transparency with privacy. Additionally, designated persons such as financial institutions and legal professionals will face new obligations to report unregistered trusts. The CRO is also expected to increase enforcement, with non-compliance potentially leading to strike-off. These developments signal a continued tightening of oversight, making proactive compliance more important than ever.

How Law Debenture Supports Clients

At Law Debenture, we provide practical, reliable support to help clients meet their statutory and governance obligations with confidence.

-          Filing and Maintenance Services

We manage the full lifecycle of statutory filings, from initial incorporation to ongoing updates. Our team handles submissions to the RBO, the Companies Registration Office (CRO), and other regulatory bodies, ensuring accuracy and timeliness. We also maintain internal registers — including beneficial ownership, directors, and shareholders — and monitor key deadlines to help clients avoid penalties and stay compliant. For beneficial owners without a PPS number, we assist with required documentation and verification, streamlining what can otherwise be a complex process.

-          Governance and Compliance Support

Our governance services are designed to strengthen corporate oversight and reduce risk. We provide company secretarial support, draft resolutions and board minutes, and guide you as you take on director duties. For structured finance and those using Special Purpose Vehicles, we offer independent director appointments and guidance on substance and regulatory compliance. Whether supporting day-to-day operations or complex transactions, Law Debenture brings clarity, professionalism, and peace of mind to every engagement.

Looking for peace of mind? Since 1889 our professional team has supported clients with expertise that drives your success.

Do reach out to Jacques de Patoul (jacques.depatoul@lawdeb.com) – Corporate Services Director (Ireland) or Mark Murphy (mark.murphy@lawdeb.com) – Company Secretarial Manager (Ireland) for additional information on how we can assist you.