Investment Limited Partnerships (Amendment) Act 2020

Amendment of Act of 2005 - new sections 18A to 18U relating to beneficial ownership disclosure

63. The Act of 2005 is amended by the insertion of the following sections after section 18:

“Requirement to hold information on beneficial ownership of common contractual fund

18A. (1) A management company of a common contractual fund shall take all reasonable steps to obtain and hold adequate, accurate and current information in respect of the common contractual fund’s beneficial owners, that is to say—

(a) the name, date of birth, nationality, and residential address of each beneficial owner of it,

(b) a statement of the nature and extent of the interest held, or the nature and extent of control exercised, by each such beneficial owner, and

(c) the PPS number of each such beneficial owner to whom such a number has been issued,

and any PPS number so obtained shall not be disclosed by the management company for any purpose of this section or of any of sections 18B to 18H.

(2) The management company shall enter the information referred to in subsection (1)(a) and (b) in the common contractual fund’s beneficial ownership register, and the following information shall also be entered by it in that register:

(a) the date on which the name of each individual was entered into the register as a beneficial owner of the common contractual fund;

(b) the date on which each individual who has ceased to be a beneficial owner of the common contractual fund ceased to be such an owner.

(3) If, either—

(a) after exhausting all possible means, and provided there are no grounds for suspicion by the management company, no individual is identified as a beneficial owner of the common contractual fund, or

(b) there is any doubt that individual so identified is a beneficial owner of the common contractual fund,

there shall be entered, in the common contractual fund’s beneficial ownership register as its beneficial owners (stating the nature and extent of the control exercised by them), the names of the one or more individuals who are the senior managing officials of the management company of the common contractual fund (including their date of birth, nationality and residential addresses) and—

(i) the requirement of subsection (1) with regard to not disclosing a PPS number shall apply in the case of this subsection as that requirement applies in the case of that subsection,

(ii) subsection (2) shall apply in the case of this subsection as it applies in the case of subsection (1), and

(iii) references in any subsequent section of this Part to the particulars referred to in subsection (1)(a) and (b) of this section shall be deemed to include, where the context admits, references to the particulars referred to in this subsection.

(4) In a case falling within subsection (3)(a) or (b), the management company of the common contractual fund shall keep records of the actions taken in order to identify the beneficial ownership of the common contractual fund.

(5) A management company of a common contractual fund shall provide any member of the Garda Síochána, the Revenue Commissioners, a competent authority or the Criminal Assets Bureau with timely access, on request, to the common contractual fund’s beneficial ownership register.

(6) Each of the following:

(a) the Garda Síochána;

(b) the Revenue Commissioners;

(c) a competent authority;

(d) the Criminal Assets Bureau,

may disclose the information in a beneficial ownership register to any corresponding competent authority of another Member State (a ‘corresponding authority’); in the event of there being a request made of a body or other person referred to in any of paragraphs (a) to (d) by a corresponding authority for disclosure of such information, the request shall be complied with in a timely manner.

(7) Where a management company of a common contractual fund, acting as a management company, enters into an occasional transaction with a designated person within the meaning of section 25 of the Act of 2010, or forms a business relationship with such a designated person, the management company shall—

(a) inform the designated person in writing that it is acting as a management company of a common contractual fund;

(b) provide information on the common contractual fund’s beneficial ownership to the designated person when the designated person is taking customer due diligence measures in accordance with Part 4 of the Act of 2010;

(c) on request from the designated person, provide the designated person without delay with information identifying all the beneficial owners of the common contractual fund;

(d) notify the designated person of any change to the common contractual fund’s beneficial ownership register that occurs which is relevant to the occasional transaction or that occurs during the course of the business relationship formed, and the date on which it occurred within 14 days from the date on which the management company became aware of the change.

(8) For the purposes of subsection (7), ‘occasional transaction’ means a transaction in relation to which the designated person is required to apply customer due diligence measures under Part 4 of the Act of 2010.

(9) A management company that fails to comply with subsection (1), (2), (3), (4), (5) or (7) shall be guilty of an offence.

Duty to give particular notice to individuals believed to be beneficial owners of common contractual fund

18B. (1) Without prejudice to the generality of section 18A(1), a management company of a common contractual fund shall give to any individual whom it has reasonable cause to believe to be a beneficial owner of the common contractual fund the notice referred to in subsection (2), but this is subject to subsection (5).

(2) The notice referred to in subsection (1) is a notice, addressed to the individual concerned, that requires the addressee—

(a) to state whether or not he or she is a beneficial owner of the common contractual fund, and

(b) if so, to confirm or correct any particulars of his or hers that are included in the notice, and supply any that are missing,

and such a notice is referred to subsequently in this section as a notice under this section.

(3) A notice under this section shall—

(a) state that it is given under ‘section 18B of the Investment Funds, Companies and Miscellaneous Provisions Act 2005 ’, and

(b) as respects each of the particulars referred to in section 18A (1)(a), (b) and (c) —

(i) set out that which—

(I) to the knowledge of the management company is, or

(II) with reasonable cause is believed by it to be,

the relevant particular, or

(ii) in the absence of such knowledge or belief (on its part as respects a relevant particular) indicate, by leaving a space in the appropriate place, that that particular is not given in the notice.

(4) A notice under this section shall also state that the addressee is to comply with the notice by no later than the end of the period of one month beginning with the date of the notice.

(5) A management company is not required to give a notice under this section if—

(a) the management company has already been informed of the status of the individual referred to in subsection (1) as a beneficial owner of the common contractual fund, and been supplied with all the particulars referred to in section 18A(1)(a), (b) and (c), and

(b) the information and particulars were provided either by that individual or with his or her knowledge.

(6) A management company that fails to comply with subsection (1) or any other provision of this section shall be guilty of an offence.

Other particular steps that may be taken to establish identity of beneficial owners

18C. (1) This section—

(a) is without prejudice to the generality of section 18A(1), and

(b) does not derogate from the duty, where it arises, under section 18B.

(2) A management company of a common contractual fund may give to any person (whether an individual or not) the notice referred to in subsection (3) if it has reasonable cause to believe that the person has the knowledge referred to in paragraph (a) or (b) of that subsection.

(3) The notice referred to in subsection (2) is a notice, addressed to the person referred to in that subsection, that requires the addressee—

(a) to state whether or not the addressee knows the identity of—

(i) any individual who is a beneficial owner of the common contractual fund, or

(ii) any person (whether an individual or not) likely to have that knowledge,

and

(b) if so, to supply any particulars of any such person that are within the addressee’s knowledge, and state whether or not the particulars are being supplied with the knowledge of each of the persons concerned,

and such a notice is referred to subsequently in this section as a notice under this section.

(4) For the purposes of subsection (3) —

(a) a reference to knowing the identity of a person includes a reference to knowing information from which that person can be identified, and

(b) a reference in paragraph (b) of it to particulars is a reference—

(i) in the case of the individual referred to in paragraph (a)(i) of it - to the particulars referred to in section 18A(1)(a) and (b), and

(ii) in the case of the person referred to in paragraph (a)(ii) of it - to any particulars that will allow the person to be contacted by the management company.

(5) A notice under this section shall state—

(a) that it is given under ‘section 18C of the Investment Funds, Companies and Miscellaneous Provisions Act 2005 ’, and

(b) that the addressee is to comply with the notice by no later than the end of the period of one month beginning with the date of the notice.

(6) Nothing in this section shall be construed as requiring a person to whom a notice under it is given to disclose any information in respect of which a claim to legal professional privilege could be maintained in legal proceedings.

Duty to keep information in register up-to-date

18D. (1) This section applies where particulars of an individual, as being a beneficial owner of a common contractual fund, are entered in the common contractual fund’s beneficial ownership register.

(2) For the purposes of this section, a relevant change occurs if—

(a) the individual referred to in subsection (1) ceases to be a beneficial owner of the common contractual fund, or

(b) any other change occurs as a result of which the particulars (stated in the foregoing register) in relation to the natural person are incorrect or incomplete.

(3) Where this section applies, the management company shall, in accordance with subsection (4), give the notice referred to in subsection (5) to the individual if it knows or has reasonable cause to believe that a relevant change has occurred, but this is subject to subsection (8).

(4) The foregoing notice shall be given by the management company as soon as reasonably practicable after it learns of the change concerned or first has reasonable cause to believe that the change concerned has occurred.

(5) The notice referred to in subsection (3) is a notice, addressed to the individual concerned, that requires the addressee—

(a) to confirm whether or not the change concerned has occurred, and

(b) if so—

(i) to state the date of the change, and

(ii) to confirm or correct the particulars included in the notice, and supply any that are missing from the notice,

and such a notice is referred to subsequently in this section as a notice under this section.

(6) A notice under this section shall—

(a) state that it is given under ‘section 18D of the Investment Funds, Companies and Miscellaneous Provisions Act 2005 ’, and

(b) as respects such of the particulars referred to in section 18A(1)(a) and (b) as are known by the management company (or with reasonable cause believed by it) to have been the subject of the change concerned—

(i) set out that which—

(I) to the knowledge of the management company are, or

(II) with reasonable cause are believed by it to be,

the relevant particulars as they now stand in consequence of that change, or

(ii) in the absence of such knowledge or belief (on its part as respects a relevant particular) indicate, by leaving a space in the appropriate place, that that particular is not given in the notice.

(7) A notice under this section shall also state that the addressee is to comply with the notice by no later than the end of the period of one month beginning with the date of the notice.

(8) A management company is not required to give a notice under this section if—

(a) the management company has already been informed of the change concerned, and

(b) that information (including, as the case may be, the relevant particulars referred to in subsection (2)(b)) were provided either by the individual concerned or with his or her knowledge.

(9) A management company that fails to comply with subsection (3) or any other provision of this section shall be guilty of an offence.

Duty of beneficial owner (in certain circumstances) to notify his or her status as such

18E. (1) This section applies to an individual if—

(a) the individual is a beneficial owner of a common contractual fund,

(b) the individual knows that to be the case or ought reasonably to do so,

(c) in relation to the individual, the particulars referred to in section 18A(1)(a) and (b) are not stated in the common contractual fund’s beneficial ownership register,

(d) the individual has not been given a notice by the management company under section 18B, and

(e) the circumstances specified in paragraphs (a) to (d) have continued for a period of at least one month.

(2) An individual to whom this section applies shall notify, in writing, the management company of the common contractual fund referred to in subsection (1) of the individual’s status (as a beneficial owner) of the common contractual fund, and that notification shall state—

(a) the date, to the best of the person’s knowledge, on which the person acquired that status, and

(b) the particulars referred to in section 18A(1)(a), (b) and (c).

(3) Subsection (2) shall be complied with by the individual not later than the end of the period of one month beginning with the day on which all the conditions specified in subsection (1)(a) to (e) were first met with respect to the person.

(4) An individual who—

(a) fails to comply with this section, or

(b) in purported compliance with this section, makes a statement that is false in a material particular, knowing it to be so false or being reckless as to whether it is so false,

shall be guilty of an offence.

Duty of individual (in certain circumstances) to notify relevant change

18F. (1) This section applies to an individual if—

(a) in relation to the individual (as a beneficial owner of the common contractual fund), the particulars referred to in section 18A(1)(a) and (b) are stated in a common contractual fund’s beneficial ownership register,

(b) a relevant change occurs,

(c) the individual knows of the change or ought reasonably to do so,

(d) the common contractual fund’s beneficial ownership register has not been altered to reflect the change, and

(e) the individual has not been given a notice by the management company under section 18D by the end of the period of one month beginning with the day on which the change occurred.

(2) For the purposes of this section, a relevant change occurs if—

(a) the individual referred to in subsection (1) ceases to be a beneficial owner of the common contractual fund referred to in that subsection, or

(b) any other change occurs as a result of which the particulars (stated in the common contractual fund’s beneficial ownership register) in relation to the individual are incorrect or incomplete.

(3) An individual to whom this section applies shall notify, in writing, the management company referred to in subsection (1)(a) of the relevant change, and that notification shall—

(a) state the date on which the change occurred, and

(b) give to the management company any necessary information so that it can alter the common contractual fund’s beneficial ownership register to reflect that change.

(4) Subsection (3) shall be complied with by the individual not later than whichever of the following periods is the last to expire—

(a) the period of 2 months beginning with the day on which the relevant change occurred,

(b) the period of one month beginning with the day on which facts have come to the notice of the individual from which he or she could reasonably conclude that the relevant change has occurred.

(5) An individual who—

(a) fails to comply with this section, or

(b) in purported compliance with this section, makes a statement that is false in a material particular, knowing it to be so false or being reckless as to whether it is so false,

shall be guilty of an offence.

Offence for failure to comply with notice under section 18B, 18C or 18D

18G. (1) A person to whom a notice under section 18B, 18C or 18D is given shall be guilty of an offence if the person—

(a) fails to comply with the notice, or

(b) in purported compliance with the notice, makes a statement that is false in a material particular, knowing it to be so false or being reckless as to whether it is so false.

(2) In proceedings for an offence under this section it shall be a defence to prove that the requirement (in the notice concerned) to give information was frivolous or vexatious.

Duty to keep and maintain a beneficial ownership register

18H. (1) The management company of a common contractual fund shall keep and maintain a register (which shall be known, and is in this Part referred to, as a ‘beneficial ownership register’) in which there shall be entered by it the information referred to in section 18A(1)(a) and (b) and (2).

(2) A management company that fails to comply with subsection (1) shall be guilty of an offence.

(3) If—

(a) the name of any individual is, without sufficient cause, entered in or omitted from a common contractual fund’s beneficial ownership register, or

(b) default is made or unnecessary delay takes place in entering in a common contractual fund’s beneficial ownership register the fact that an individual has ceased to be a beneficial owner of it,

the individual aggrieved or any other interested party may apply to the High Court for rectification of the register.

(4) Where an application is made under subsection (3), the High Court may either refuse the application or may order rectification of the beneficial ownership register and payment by the common contractual fund of compensation for any loss sustained by any party aggrieved.

(5) On such an application, the High Court may—

(a) decide any question as to whether the name of any person who is a party to the application should or should not be entered in or omitted from the beneficial ownership register, and

(b) more generally, decide any question necessary or expedient to be decided for rectification of the beneficial ownership register.

(6) The reference in this section to ‘any other interested party’ is a reference to any other person who is a beneficial owner of the common contractual fund.

Discharge of initial central filing obligation - construction of references to that expression in sections 18J to 18P

18I. A reference in sections 18J to 18P to the discharge by a management company of its initial central filing obligation is a reference to the delivery by the management company of information to the Registrar in compliance with section 18M(1) or (2).

Delivery of information under sections 18M to 18P: delivery may be effected by persons external to management company (as well as by officers or employees of it)

18J. (1) The provision made by subsection (2) is in addition to the general law whereby a management company acting through an officer or employee of the management company may discharge an obligation referred to in this section.

(2) An obligation imposed on a management company of a common contractual fund by any of sections 18M to 18P to deliver information to the Registrar may be discharged by a person, who is not an officer or employee of the management company, acting on the management company’s behalf.

(3) Section 18O makes provision as respects certain information to be delivered to the Registrar where the obligation concerned is discharged on behalf of the management company by a person acting as mentioned in subsection (2).

(4) Section 18M(6) applies to the delivery by a management company of a common contractual fund of information irrespective of whether the person who delivers the information is an officer or employee of the management company or a person acting as mentioned in subsection (2).

Registrar of Beneficial Ownership of Common Contractual Funds

18K. (1) There shall, for the purposes of this Part, be a registrar to be known as the ‘Registrar of Beneficial Ownership of Common Contractual Funds’, and in this Part referred to as the ‘Registrar’.

(2) The Bank shall be the Registrar.

Establishment and maintenance of central register

18L. (1) There is, by virtue of this section, established a register which shall be known as the ‘Central Register of Beneficial Ownership of Common Contractual Funds’ and is in this Part referred to as the ‘central register’.

(2) The central register shall be maintained by the Registrar; the information required by sections 18M to 18P to be delivered or submitted to the Registrar shall be entered in that register by the Registrar and that register shall be kept in such form as the Registrar considers appropriate.

(3) The provision made by subsection (2) as respects entry of information in the central register is subject to subsection (5) of section 18N (which prohibits disclosure of a PPS number).

Obligation of management company to deliver beneficial ownership information to Registrar and related obligations of designated person where certain discrepancies discovered

18M. (1) A management company of a common contractual fund, being a fund that is in existence before the commencement of section 63 of the Investment Limited Partnerships (Amendment) Act 2020, shall deliver the information specified in section 18N to the Registrar within 6 months from such commencement.

(2) A management company of a common contractual fund, being a fund that comes into existence on or after the commencement of section 63 of the Investment Limited Partnerships (Amendment) Act 2020, shall, within 6 months from the date of its coming into existence, deliver the information specified in section 18N to the Registrar in such manner as the Registrar determines.

(3) Where the following conditions are satisfied (and whether in the circumstances of the designated person taking the measures referred to in section 18A(7) or otherwise)—

(a) any of the particulars, as referred to in section 18A(1)(a) and (b), contained in the beneficial ownership register of a common contractual fund come to the knowledge of a designated person, and

(b) the designated person forms the opinion that there is a discrepancy between the particulars referred to in paragraph (a) and the information in the central register (on referring himself or herself to the information in the central register as it relates to that common contractual fund),

then the designated person shall deliver, in a timely manner, to the Registrar, in such manner as the Registrar determines, notice of that opinion, specifying the particulars as respects which the foregoing discrepancy exists.

(4) On receipt of a foregoing notice, the Registrar shall—

(a) if the Registrar considers it appropriate to do so, make an entry in the relevant place in the central register which states that the notice has been received and specifies the particulars as respects which the foregoing discrepancy exists, and

(b) serve a notice on the management company of the common contractual fund concerned which—

(i) states that the foregoing notice has been received, and

(ii) specifies the particulars as respects which the foregoing discrepancy exists, and requests the management company of the common contractual fund to deliver to the Registrar, within a period specified in the notice and in such manner as the Registrar determines—

(I) a submission as to why the management company of the common contractual fund considers the opinion of the designated person concerned not to be well founded, or

(II) if the management company of the common contractual fund considers the opinion of the designated person concerned to be well founded, such amended particulars (for entry in the central register) as are required where the management company is satisfied that the delivery of such is the appropriate means by which the discrepancy can be resolved,

and such a request shall be complied with by the management company of the common contractual fund accordingly.

(5) None of the following—

(a) an opinion stated in a notice delivered under subsection (3) by a designated person to the Registrar (nor the specification in such a notice of the particulars as respects which the discrepancy concerned exists),

(b) any act done by the Registrar, as mentioned in subsection (4), on foot of the receipt by the Registrar of a notice delivered under subsection (3) and, in particular, any entry made in the central register by the Registrar on foot of such receipt,

(c) a submission delivered under subsection (4)(b)(ii)(I) to the Registrar by a management company,

shall, of itself, be regarded as constituting defamatory matter.

(6) The means specified in subsection (7), and no other means, shall be used by a management company of a common contractual fund to deliver, under this section or any of sections 18N to 18P, information to the Registrar. If such means are not used to deliver the information concerned, the fact of the receipt by the Registrar of the particular information shall not constitute compliance with the requirement concerned of the section in question.

(7) The means referred to in subsection (6) are those that are provided for under the Electronic Commerce Act 2000 .

(8) The reference in this section to the use of the means provided for under the Electronic Commerce Act 2000 is a reference to their use in a manner that complies with any requirements of the Registrar of the kind referred to in sections 12(2)(b) and 13(2)(a) of that Act.

Information which shall be delivered to Registrar

18N. (1) The following is the information referred to in section 18M(1) or (2) that shall be delivered by a management company of a common contractual fund to the Registrar:

(a) the name, date of birth, nationality and residential address of each beneficial owner of the common contractual fund;

(b) a statement of the nature and extent of the interest held, or the nature and extent of control exercised by, each such beneficial owner,

and section 18P makes provision for occasions, subsequent to the discharge by the management company of its initial central filing obligation, on which information shall be delivered by it to the Registrar.

(2) In addition to what is provided in subsection (1), there shall be delivered to the Registrar by the management company of the common contractual fund—

(a) for the purpose of verification of the information delivered under section 18M(1) or (2) and without prejudice to paragraph (b), the PPS number of each beneficial owner to whom such a number has been assigned, or

(b) such information as stands determined by the Registrar for the purposes of this section.

(3) In addition to what is provided in subsections (1) and (2), where the obligation imposed on a management company of a common contractual fund by section 18M(1) or (2) is discharged by its acting through an officer or employee of the management company, there shall be delivered to the Registrar—

(a) the name, address, phone number and e-mail address of the officer or employee for correspondence purposes, and

(b) particulars as to the capacity in which the officer or employee is acting.

(4) The Registrar shall delete from the central register information entered in it in relation to a common contractual fund if 10 years have elapsed from the date on which the final distribution is made under the common contractual fund (should such occur) and, as soon as may be after that deletion, the Registrar shall destroy that information.

(5) As respects a PPS number of a beneficial owner that has been delivered under subsection (2) to the Registrar—

(a) the Registrar shall not disclose that number, and

(b) that number shall be stored securely by the Registrar.

(6) The Registrar shall, as respects any information that has been received under subsection (3) and recorded by the Registrar, destroy the information as soon as may be after 10 years have elapsed from the date on which the final distribution is made (should such occur) under the common contractual fund to which it relates.

(7) Subsections (2) to (6) shall, with any necessary modifications, apply to amended particulars that are to be, or have been delivered, under section 18M(4)(b)(ii)(II) as they apply to information that is to be, or has been, delivered under section 18M(1) or (2).

Information to be provided by presenter

18O. (1) This section applies where the information specified in section 18M(1) or (2) is delivered to the Registrar by a person (in this section referred to as the ‘presenter’) acting on behalf of the management company concerned as mentioned in section 18J(2).

(2) Where this section applies, the following information shall also be delivered by the presenter to the Registrar:

(a) the presenter’s name, address, phone number and e-mail address;

(b) particulars as to the capacity in which the presenter is acting;

(c) if the presenter is not an individual, the name, address, phone number and e-mail address of an individual for correspondence purposes.

(3) The Registrar shall, as respects any information that has been received under subsection (2) and recorded by the Registrar, destroy the information as soon as may be after 10 years have elapsed from the date on which the final distribution is made (should such occur) under the common contractual fund to which it relates.

Duty to keep information in beneficial ownership register and central register aligned and up-to-date

18P. (1) The purpose of this section is to require that any changes that occur in the information contained in a common contractual fund’s beneficial ownership register be reflected by a corresponding change being made in the central register; accordingly there is imposed on the management company of a common contractual fund by this section an obligation, referred to in this section as the ‘follow up obligation’, to deliver information to the Registrar so as to allow any such change to be reflected in the central register.

(2) The provisions of this section shall have effect in relation to a common contractual fund following the discharge by the management company of the common contractual fund of its initial central filing obligation (and in subsection (3) the time on which that obligation is so discharged is referred to as the ‘relevant time’).

(3) Where at any time, subsequent to the relevant time, the obligation referred to in subsection (4) falls to be discharged by a management company of the common contractual fund, then there is also imposed on the management company, by this section, the follow up obligation specified in subsection (5).

(4) The first-mentioned obligation in subsection (3) of the management company is the obligation to—

(a) enter any information in the common contractual fund’s beneficial ownership register, or

(b) amend or delete any information in that register,

whether by virtue of its duty under section 18A(1) to hold accurate and current information regarding the common contractual fund’s beneficial ownership or any provision of section 18B, 18C, 18D, 18E or 18F.

(5) The management company’s follow up obligation is to deliver to the Registrar, as appropriate—

(a) the same information as that which (as mentioned in subsection (4)(a)) the management company is required to enter in the common contractual fund’s beneficial ownership register, or

(b) the appropriate information that will enable the Registrar to make the same amendment or deletion of information in the central register as that which (as mentioned in subsection (4)(b)) the management company is required to make in the common contractual fund’s beneficial ownership register,

and the follow-up obligation shall be discharged within 14 days from the date on which the first-mentioned obligation in subsection (3) falls to be discharged by the management company.

(6) Section 18N(2) to (7) and, as the case may be, section 18O shall apply in a case where information is delivered to the Registrar under subsection (5) as they apply in a case where information is delivered to the Registrar under section 18M(1), (2) or (3).

Unrestricted access to beneficial ownership information in central register

18Q. (1) Subject to subsection (2), the following shall have the right to inspect the central register—

(a) a member of the Garda Síochána, not below the rank of inspector, who is engaged in the prevention, detection, investigation or analysis of possible money laundering or terrorist financing,

(b) a member of FIU Ireland within the meaning of Part 4 of the Act of 2010,

(c) an officer of the Revenue Commissioners, holding a position not below that of Higher Executive Officer,

(d) an officer of the Criminal Assets Bureau, holding a rank not below the rank of inspector in the Garda Síochána, or holding a position not below that of Higher Executive Officer.

(2) The right referred to in subsection (1) shall not be exercised—

(a) by a member of the Garda Síochána referred to in paragraph (a) of that subsection, unless he or she has been authorised to exercise the right by a member of the Garda Síochána, not below the rank of superintendent,

(b) by a member of FIU Ireland, unless he or she has been authorised to exercise the right by a member of the Garda Síochána, not below the rank of superintendent,

(c) by an officer of the Revenue Commissioners referred to in paragraph (c) of that subsection, unless he or she has been authorised to exercise the right by an officer of the Revenue Commissioners, holding a position not below that of Principal Officer, or

(d) by an officer of the Criminal Assets Bureau referred to in paragraph (d) of that subsection, unless he or she has been authorised to exercise the right by a member of the Garda Síochána, not below the rank of superintendent.

(3) Subject to subsection (4), a member, a member of staff or an officer of a competent authority who is engaged in the prevention, detection or investigation of possible money laundering or terrorist financing shall have the right to inspect the central register.

(4) The right referred to in subsection (3) shall not be exercised—

(a) by—

(i) a member of staff of the Bank,

(ii) an officer of the Minister for Justice and Equality,

(iii) a member or member of staff of the Property Services Regulatory Authority, or

(iv) a member or member of staff of the Legal Services Regulatory Authority,

(each of which or whom is referred to in this subparagraph as a ‘relevant competent authority’) unless he or she holds a position not below that of Higher Executive Officer and has been authorised to exercise the right by a member or member of staff or, as the case may be, an officer of the relevant competent authority concerned, holding a position not below that of Principal Officer, or

(b) by a member or member of staff of—

(i) the Law Society of Ireland,

(ii) the General Council of the Bar of Ireland, or

(iii) a designated accountancy body (within the meaning of Part 4 of the Act of 2010),

unless he or she is a person designated by the President of the Law Society of Ireland, the chairperson of the General Council of the Bar of Ireland or the chief executive of (or a person holding an equivalent position in) the designated accountancy body, as the case may be, to be a person authorised for the purposes of subparagraph (i), (ii) or (iii), as appropriate, to exercise the right.

(5) On there being made of the Registrar a request for inspection, under any of subsections (1) to (4), of the central register, the Registrar shall afford the maker of the request access, in a timely manner, to the register.

(6) The Registrar shall, neither during the taking of the steps to afford the maker the access referred to in subsection (5), nor afterwards, alert the beneficial owners of any common contractual fund concerned to the fact of such access having been afforded.

(7) In subsection (6), ‘any common contractual fund concerned’ means any common contractual fund to which the information in the central register, the subject of the inspection concerned, relates.

(8) Each of the following:

(a) the Garda Síochána;

(b) the Revenue Commissioners;

(c) a competent authority;

(d) the Criminal Assets Bureau,

may disclose the information in the central register to any corresponding competent authority of another Member State (a ‘corresponding authority’); in the event of there being a request made of a body or other person referred to in any of paragraphs (a) to (d) by a corresponding authority for disclosure of such information, the request shall be complied with in a timely manner.

(9) No fee shall be charged to a corresponding authority for the disclosure of the information in the central register.

Restricted access to beneficial ownership information in central register

18R. (1) When—

(a) a management company of a common contractual fund enters into an occasional transaction with a designated person, or forms a business relationship with a designated person, or

(b) a designated person is taking customer due diligence measures in accordance with Part 4 of the Act of 2010 in relation to a common contractual fund,

the designated person shall, subject to subsection (6), have a right of access to the following information in the central register that relates to the common contractual fund:

(i) the name, the month and year of birth and the country of residence and nationality of each beneficial owner of it;

(ii) a statement of the nature and extent of the interest held, or the nature and extent of control exercised, by each such beneficial owner,

and that access shall be afforded in a timely manner.

(2) The information obtained by a designated person by means of the access to the central register afforded under subsection (1) shall not be relied upon exclusively by the designated person to fulfil the designated person’s duty to apply customer due diligence measures under Part 4 of the Act of 2010 (which duty shall be fulfilled by using a risk-based approach).

(3) Any person may, subject to subsection (6), request in writing access to the following information in the central register that relates to any common contractual fund:

(a) the name, the month and year of birth and the country of residence and nationality of each beneficial owner of it; and

(b) a statement of the nature and extent of the interest held, or the nature and extent of control exercised, by each such beneficial owner.

(4) Any person may, subject to subsection (6), request in writing access to the following information in the central register that relates to any common contractual fund which holds or owns a controlling interest in any corporate or other legal entity incorporated outside the European Union, through direct or indirect ownership, including through bearer shareholdings, or through control via other means:

(a) the name, the month and year of birth and the country of residence and nationality of each beneficial owner of the common contractual fund;

(b) a statement of the nature and extent of the interest held, or the nature and extent of control exercised, by each such beneficial owner of the common contractual fund,

and that access shall be afforded in a timely manner.

(5) The Data Protection Act 2018 shall apply to the access that the Registrar affords to a designated person and any member of the public in respect of the information in the central register that relates to a common contractual fund.

(6) Where a designated person or a member of the public seeks to have access to, or to inspect, any information in the central register so far as such information relates to a minor who is a beneficial owner of a common contractual fund, the Registrar shall request the designated person or member of the public to provide, in writing, to the Registrar a summary of the grounds on which he or she considers it is in the public interest that that information be disclosed to him or her and—

(a) if the designated person or the member of the public refuses or fails to comply with that request, or

(b) unless the Registrar, having considered such a written summary provided to the Registrar, is of the opinion that there are substantial grounds for the contention of the foregoing person that it is in the public interest that the information be disclosed to him or her,

the designated person or member of the public shall not be permitted by the Registrar to have access to, or to inspect, any information in the central register so far as such information relates to the minor concerned.

(7) In subsection (1), ‘occasional transaction’ has the same meaning as it has in section 18A(7).

Obligations of competent authorities to report certain discrepancies to Registrar

18S. (1) If—

(a) any of the following:

(i) the Garda Síochána;

(ii) the Revenue Commissioners;

(iii) a competent authority;

(iv) the Criminal Assets Bureau,

forms the opinion that there is a discrepancy between the information in the central register and the beneficial ownership information, as it relates to any common contractual fund, available to, as the case may be, the Garda Síochána, the Revenue Commissioners or other foregoing authority or bureau (each of which is referred to in this section as a ‘relevant person’), and

(b) to the extent that the doing of the following does not interfere unnecessarily with the performance of the relevant person’s functions,

then the relevant person shall deliver, in a timely manner, to the Registrar, in such manner as the Registrar determines, notice of that opinion, specifying the particulars as respects which the foregoing discrepancy exists.

(2) On receipt of a foregoing notice, the Registrar shall—

(a) if the Registrar considers it appropriate to do so, make an entry in the relevant place in the central register which states that the notice has been received and specifies the particulars as respects which the foregoing discrepancy exists, and

(b) serve a notice on the management company of the common contractual fund concerned which—

(i) states that the foregoing notice has been received, and

(ii) specifies the particulars as respects which the foregoing discrepancy exists, and requests the management company to deliver to the Registrar, within a period specified in the notice and in such manner as the Registrar determines—

(I) a submission as to why the management company considers the opinion of the relevant person concerned not to be well founded, or

(II) if the management company considers the opinion of the relevant person concerned to be well founded, such amended particulars (for entry in the central register) as are required where the management company is satisfied that the delivery of such is the appropriate means by which the discrepancy can be resolved,

and such a request shall be complied with by the management company accordingly.

(3) None of the following—

(a) an opinion stated in a notice delivered under subsection (1) by a relevant person to the Registrar (nor the specification in such a notice of the particulars as respects which the discrepancy concerned exists),

(b) any act done by the Registrar, as mentioned in subsection (2), on foot of the receipt by the Registrar of a notice delivered under subsection (1) and, in particular, any entry made in the central register by the Registrar on foot of such receipt,

(c) a submission delivered under subsection (2)(b)(ii)(I) to the Registrar by a management company,

shall, of itself, be regarded as constituting defamatory matter.

(4) Subsections (2) to (7) of section 18N shall, with any necessary modifications, apply to amended particulars that are to be, or have been delivered, under subsection (2)(b)(ii)(II) as they apply to information that is to be, or has been, delivered under section 18M(1) or (2).

Fees may be charged for access to central register

18T. (1) The Registrar may require any of the persons referred to in section 18R(1), (3) or (4) to pay to the Registrar a fee of such an amount as the Registrar may determine in respect of the access afforded to the central register under section 18R(1), (3) or (4).

(2) The amount of a fee required to be paid under subsection (1) shall not exceed the administrative cost incurred in affording access to the information concerned.

Offence for failure to comply with section 18M, 18N, 18O or 18P and supplemental provisions

18U. (1) A management company that fails to comply with section 18M, 18N or 18O shall be guilty of an offence.

(2) A management company that fails, without reasonable excuse, to comply with a request, as referred to in subparagraph (ii) of subsection (4)(b) of section 18M, or subparagraph (ii) of subsection (2)(b) of section 18S, contained in a notice served on it under that subsection (4)(b) or (2)(b), as the case may be, shall be guilty of an offence.

(3) A presenter that fails to comply with section 18O shall be guilty of an offence.

(4) A person who, in purported compliance with section 18M, 18N, 18O or 18P, makes a statement that is false in a material particular, knowing it to be so false or being reckless as to whether it is so false, shall be guilty of an offence.

(5) A designated person who fails to comply with section 18M(3) shall be guilty of an offence.”.