As a further step in the roll out of the EU's beneficial ownership regime, regulations (the "Financial Vehicles Regulations")1 have been made designating the Central Bank of Ireland (the "Central Bank") as the Registrar of Beneficial Ownership for ICAVs and Unit Trusts2.
Under Article 30 of the Fourth Anti-Money Laundering Directive EU/2015/849 ("4MLD"), corporate and other legal entities (including trusts) are required to obtain and hold adequate, accurate and current information on their beneficial ownership and EU member states are obliged to ensure that such beneficial ownership information is held in a central register.
The requirements on maintenance of internal registers for corporate entities have been in place since 2016. Furthermore, under the European Union (Anti-Money Laundering: Beneficial Ownership of Corporate Entities) Regulations 2019, the Companies Registration Office was appointed as the Central Register of Beneficial Ownership of Companies and Industrial and Provident Societies. However, this appointment did not cover ICAVs or unit trusts.
Central Register Requirements
The Financial Vehicles Regulations now close the loop by covering the central register requirements for ICAVs and unit trusts.
Existing ICAVs and unit trusts will be required to report beneficial ownership information to the Central Bank by 25 December 2020 (i.e. within six months of 25 June 2020, being the effective date of the Financial Vehicles Regulations). New ICAVs and unit trusts will be required to report beneficial ownership information to the Central Bank within six months of establishment.
Ownership Threshold for Unit Trusts
The Financial Vehicles Regulations make specific provision for what constitutes a "beneficial owner" of a unit trust and prescribe for a threshold level of ownership.
While this was not provided for in the definition of a beneficial owner in 4MLD, the Financial Vehicles Regulations helpfully recognise that the concept of ownership of a unit trust can be equated with a corporate entity.Therefore, not every unitholder must be registered as a beneficial owner. Rather, a beneficial owner of a unit trust will be a natural person who owns more than 25% of the units of the unit trust or may otherwise exercise ultimate control over the unit trust.
How the Maples Group can help
We can assist relevant entities in discharging their obligations under the Financial Vehicles Regulations including advising on appropriate steps to analyse beneficial ownership, guidance on information to be retained in the beneficial ownership register, ongoing obligations and assisting with Central Bank filings.
1. The European Union (Modifications of Statutory Instrument No. 110 of 2019) (Registration of Beneficial Ownership of Certain Financial Vehicles) Regulations 2020.
2. Includes Credit Unions also.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.