|Posted on 24 September, 2019 at 14:20|
With effect from 29 July 2019 the Registrar of Beneficial Ownership of Companies and Industrial & Provident Societies was appointed. The purpose of the Central Register of Beneficial Ownership, known also as RBO, is to improve corporate trust and transparency in Ireland and the EU by making it clear to law enforcement agencies, regulators, obliged entities, other businesses and the public about who ultimately owns and controls Irish companies and industrial and provident societies. The aim of the Directives is to deter money laundering and terrorist financing and to help sanction those who hide their ownership or control of Irish companies/societies for the purpose of facilitating illegal activities.
The central Register of Beneficial Ownership of Companies is a standalone Register established under anti-money laundering legislation and not company law. It is the duty of each company or society to identify their Beneficial Owners, keep their details on their own internal register and record these details with the RBO. This obligation is in addition to meeting their existing statutory filing obligations with the CRO under the Companies Acts in relation to directors, shareholders, etc. or in relation to other non-company legislation e.g. Industrial and Provident Societies.
The filing of beneficial ownership data must be done through the on-line portal on the RBO website www.rbo.gov.ie and is therefore a process separate to the registration of information/forms under the Companies Acts etc. Failure to comply with these requirements is a breach of statutory duties and a criminal offence with is subject to sanctions. A company/society is legally obliged under 4AMLD (Anti-Money Laundering Directives), 5AMLD and Section 5(2) of SI 110/2019 to maintain “adequate, accurate and current information in respect of its beneficial owners”.
Regulation 5(6) of SI 110/2019 states that the company/society’s internal register of beneficial owners must be available for inspection by any member of the Garda Síochána, the Revenue Commissioners, a competent authority, the Criminal Assets Bureau, or an (ODCE – Office of the Director of Corporate Enforcement) inspector appointed under section 764(1) of the Companies Act 2014.
What is a beneficial owner? 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 interest in the entity, including through bearer shareholdings, or through control via other means. These will include:
- Ownership (directly or indirectly) of more than 25% of the company/society’s shares;
- Controlling (either directly or indirectly) more than 25% of the company/society’s voting rights;
- Control via other means as explained in Recital 13 of 4 AMLD as follows:
“Control through other means may, inter alia, include the criteria of control used for the purpose of preparing consolidated financial statements such as:
- Through a shareholders’ agreement,
- The exercise of dominant influence or
- The power to appoint senior management.”
If a relevant entity is a subsidiary owned by another corporate entity, any natural person(s) who holds or controls a shareholding of 25% plus one share, or an ownership interest of more than 25% in the parent corporate entity, is a beneficial owner of the subsidiary.
Article 3(6), 4AMLD refers to the circumstances where a relevant entity is a subsidiary owned by multiple corporate entities, and states that a shareholding of 25% plus one share or an ownership interest of more than 25% in a subsidiary held by multiple corporate entities which are under the control of the same natural person, shall be an indication of indirect beneficial ownership.
Ultimately, it is a natural person who must be identified and entered on the RBO as the Beneficial Owner of the relevant entity, irrespective of how many layer of ownership there are in the business’s structure.
What if after having exhausted all possible means and provided there are no grounds for suspicion, no natural person is identified as a beneficial owner, of if there is any doubt that the person identified are the beneficial owners? Then the natural person who holds the position of senior managing official shall be recorded on the RBO as the beneficial owner according to the provision contained in Regulation 5(4) SI 110/2019. It is important that the relevant entities keep comprehensive records of the actions taken to identify their beneficial owners. If in doubt, a company/society should seek legal advice to assist it in establishing who its beneficial owners are.
What are the timeframes for registering with RBO? The Register was opened and started accepting beneficial ownership filing on the 29th of July 2019. Any company/society who has not filed on or before the 22nd November 2019 will be deemed to be late and may be subject to sanctions as prescribed in the Regulations. Newly incorporated companies and I&ps must register their beneficial ownership details within five months of incorporation according to Regulation 20(2). Where the beneficial owner is a minor Regulation 25(5) of SI 110/2019 allows for the beneficial ownership details to be exempt from access by designated persons and the general public. The beneficial ownership details of minors will be automatically withheld from public access until they reach the age of 18. If you require assistance with RBO please contact us and request a quote.
|Posted on 27 June, 2019 at 6:30|
On 21st of June 2019 the European Commission published a series of recommendations on the modernisation of buildings in the Member States. These recommendations are in response to the request of the Member States for guidance in respect of building automation and controls systems, e-mobility and inspections.
Statistics show that the building sector is the single largest consumer of energy in the EU with 75% of the EU’s buildings being energy inefficient.
The solution is modernisation and refurbishment of the building stock. The key role in the transition to a smarter, renewable – intensive and decarbonised energy building systems and long-term climate neutral economy is upgrading the existent property stock, updating and implementing the new EU regulations regarding any new buildings.
The main document and legislative instrument in EU containing recommendations on building modernisation and renovation is the Energy Performance of Buildings Directive (EPBD) 2018/844.
On 16 May 2019 the European Commission published a number of recommendations on building modernisation and renovation. The aim of the recommendations and guidance documents is to ensure an understanding across Member States in regard to transposing the legal effect of the directive itself without alteration of the Directive's provisions.
The European States took the first steps in updating the domestic legislation by revising the EPBD first dossier in Clean Energy which enters into force on 09/07/2018. The new and revised provisions of the directive must be transposed into national law by 10/03/2020.
|Posted on 22 May, 2019 at 13:05|
It is a question that many clients would ask: why should we go through the trouble and costs involved in improving the energy rating of our property? Why put up with the mess of turning the home into a building site? What is this constant talk about air tightness? What is adequate insulation? and so on...
All these questions and more come to the mind of home and business owners before deciding to improve their buildings and we take out the drawing board and put on the design cap. Interestingly enough, the first fully functioning Passive House was a polar ship (not a house) called the Fram. F. Nansen wrote about it in 1893 “…The sides of the ship were lined with taned felt, then came a space with cork padding, next a deal panelling, then a thick layer of felt, next air-tight linoleum, and last of all an inner panelling. The ceiling of the saloon and cabins … gave a total thickness of about 15 inches… The skylight which was most exposed to the cold was protected by three panes of glass one within the other, and in various other ways… The Fram is a comfortable abode. Whether the thermometer stands at 22º above zero or at 22º below it, we have no fire in the stove. The ventilation is excellent, especially since we rigged up the air sail, which sends a whole winter’s cold in through the ventilator; yet in spite of this we sit here warm and comfortable, with only a lamp burning. I am thinking of having the stove removed altogether, it is only in the way.” (from Nansen: ‘In Farthest North’. The research ship Fram wasn’t conceived as a Passive House in the same sense as we know, of course, but the description of F. Nansen does fit with that of a modern Passive House.
In 1991 four private clients formed the ‘Developers Society Passive House’ and commissioned the architects professor Bott/Ridder/Westmermeyer with the planning of a row of houses with four flats, each with 156m2 of living space. The building was provided with a highly precise data measurement acquisition system to examine the achievement of objectives. After the low-energy house had already successfully been implemented, Wolfgang Feist and Bo Adamson followed up the idea of a “House without heating” in Central Europe. In 1991 under the direction of Wolfgang Feist the first Passive House project in Darmstadt Kranchstein was completed. The term “house without heating” is not 100% accurate as the Passive House also needs a heat generator for the small residual heat energy, but for heat distribution conventional radiators are not needed.
The main advantages of adopting the Passive House standards are as follows:
- A building standard, which is energy efficient, comfortable, economic and environmentally friendly at the same time. Passive House is not a brand, it is a building concept which is open to all – and which has proved itself in practice;
- The Passive House is the leading standard in energy savings in building worldwide: The energy saving for heating amounts to over 75% in comparison with the legally prescribed building standards. The heating costs are very small – high energy prices make no difference to residents of Passive Houses;
- Passive Houses achieve this enormous energy conservation using special energy efficient building elements and ventilation techniques.
- Comfort is not impaired, in fact it’s even perceptibly improved.
As a consultant of the Passiv Haus Institute for more than a decade I had the opportunity to put together design solutions for different types of buildings both new and retrofit. Every new challenge is an opportunity for our team to shine and test the skills and experience accumulated over more than 30 years.
I love my job because of the challenges that poses with every new project. I mainly enjoy the challenge of meeting a variety of demands my clients have. Each project has its challenges and requires that the entire construction team keeps abreast of the most up to date methods and systems of modern construction. On a personal note, my job gives me the opportunity to meet interesting people who challenge my knowledge and experience with their requirements. Each client is different and has diverse needs. There is where the challenge stands for every construction professional. In a competitive industry where businesses must show excellence and flexibility in order to cover a more generous slice of the market it is customer care that separates the winners from the losers.
Why would the average customer want to audit the energy efficiency of their homes? The first and one of the most important reasons is saving money on heating and electricity bills. The retrofit upgrades packages on offer at Voda-Forde Ltd are customised to the particular building and will slice your energy bill considerably, in some cases up to 75%. This is a considerable reduction. Our customers' savings provide the best marketing platform for the company. Voda-Forde Ltd has a variety of solutions designed to reduce electricity bills also. We implement long tested solutions to reduce costs for both residential and commercial buildings.
The professional team at Voda-Forde Ltd can provide customised solutions to suit every customer’s needs and budget. We provide advice to customers backed up by full computations showing long term savings and recovery period for the initial costs. As a customer in a competitive market we believe that it is your entitlement to have a voice and use it to express your needs. It is the role of the professional consultant to listen to these needs and, using acquired skills and experience, to provide a choice of options to solve the matter and assist the optimization or upgrade of the property.
It is time for all experts and consultants to understand that, the first rule in a competitive market is to listen to your client's needs, understand the limitations of the available options and use professional knowledge & expertise to provide best solutions to the technical challenges. The option selected must meet the cost and time parameters imposed by the project and be suitable for the particular design system.
So, if like us, you want to save some money on your energy bills, give us a call and we will come to the rescue. Our team gathers over four decades of construction experience and we will share this with you and offer the best option your money can buy. We believe that there are better ways to spend your money other than on heating or energy bills. So go on give us a call, the first quote is free of charge! Looking forward to hear from you.
Dr. Christina Voda-Forde
Managing Director Voda-Forde Ltd Cork.