News Uncategorized


The Register of Beneficial owners (RBO)

New procedure for the registered entities to access their own data On 22 November 2022, the Court of Justice of the European Union (CJEU) published a decision affecting European member states national beneficial ownership registers. This judgment by the Court, sitting as the Grand Chamber in Luxembourg, has held that, in the light of the Charter, the provision of the anti-money-laundering directive whereby Member States must ensure that the information on the beneficial ownership of corporate and other legal entities incorporated within their territory is accessible in all cases to any member of the general public is invalid. Anti Money Laundering Directives In accordance with anti-money laundering directives across Europe, member states were obliged to create an online register to detail the beneficial owners of companies registered in each member state.  In Ireland, this was created by the CRO establishing the Central Register of Beneficial owners of companies and Industrial and provident societies (CBRO).  www.rbo.gov.ie. This online register enabled anyone to have public access to specific details on the beneficial owner of an entity by paying a small access fee online. However, this accessibility was recently challenged by a Luxembourg-registered company and its beneficial owner, with a judgement, decided at the end of November 2022. In summary, therefore, the ECJ believes that while maintaining registers of Ultimate Beneficial Owners is vital in the fight against money laundering and terrorism financing, it is not proportionate that the general public should have completely unfettered access to entity ownership information. Irish Register Accordingly, the Irish register has now been closed to the general public, and only ‘designated persons‘ can access who must apply by filing an online request form BEN3A1. The term ‘designated person’ is outlined in Section 25 of the Criminal Justice (Money Laundering and Terrorist Financing) Act 2010, as amended, and includes financial institutions, accountants, auditors, tax advisers, legal professionals, property service providers, virtual currency service providers and dealers in expensive goods such as houses, cars, jewellery, artworks, etc. Also, under Section 33 of the 2010 Act, ‘designated persons’ are obliged to conduct customer due diligence tests on customers “prior to the establishment of a business relationship with a customer”, “prior to carrying out an occasional transaction with, for or on behalf of a customer” or “carrying out any service for the customer….…” While public access is suspended, this does not take the obligation to register away from beneficial owners.  Companies are still obliged to create and maintain their internal registers of beneficial owners and to communicate any changes to the CRBO.  For new companies, this must be completed within five months of incorporation. If a relevant entity does not file with the RBO, it may be guilty of an offence and be liable on summary conviction to a Class A fine of up to €5,000 and on conviction on indictment to a fine of up to €500,000. Final Word Just because public access has been restricted, this has not changed the requirements for companies to maintain their registers and communicate any changes to the CRBO. Designated persons will need to register to still access this information as part of their onboarding / know-your-client requirement as required by law. Contact Us We have previously assisted many companies in completing their registration requirements to establish their new Irish company.  Contact us to discuss the impacts of any of these changes to your company structures or your filing requirements here in Ireland. Please contact a team member to discuss further.
February 22, 2023

Company car drivers face benefit-in-kind increases.

As people get back in their cars after the pandemic to carry out face to face business development, many employers are back considering whether to lease or buy cars for staff. When an employer provides a vehicle to their employee and this vehicle is available for private use, they may be chargeable to tax on the benefit in kind (BIK) arising. The employee will be subject to tax on the cash equivalent value of the vehicle. There are a number of changes being imposed from 2023 in relation to vehicles provided to employees. The changes are largely driven by the government’s Climate Action Plan 2021 to lower emissions by 2030. From 2023 onwards, the BIK cash equivalent on the use of an employer provided car will be determined based on both the business mileage undertaken and the vehicle’s CO2 emissions, as outlined below. i. The amount of business mileage and CO2 emission category
Lower Limit Upper Limit A B C D E
Kilometres Kilometres % % % % %
-- 26,000 22.5 26.25 30 33.75 37.5
26,001 39,000 18 21 24 27 30
39,001 52,000 13.5 15.75 18 20.25 22.5
52,001 -- 9 10.5 12 13.5 15
  ii. The CO2 emissions category of the car is as per the following table
Vehicle Category CO2 Emissions (CO2 g/km)
A 0g/km up to and including 59g/km
B More than 59g/km up to and including 99g/km
C More than 99g/km up to and including 139g/km
D More than 139g/km up to and including 179g/km
E More than 179g/km
  Example: A Car in category B is made available to an employee and they use the car for both personal and business use. The Original Market Value (OMV) of the car is €40,000. The business mileage was 40,000km. The cash equivalent would be €40,000 x 15.75% = €6,300. Electric Vehicles Prior to 2023, an electric vehicle made available to an employee did not incur a BIK charge if the OMV was less than €50,000. For vehicles with an OMV greater than €50,000, the balance of the OMV was multiplied by 30% to get the cash equivalent value. However, for an electric vehicle made available for an employee’s private use during the years 2023 – 2025, the cash equivalent will be calculated based on the actual OMV of the vehicle reduced by:
  • €35,000 in respect of vehicles made available in the 2023 year of assessment;
  • €20,000 in respect of vehicles made available in the 2024 year of assessment; and
  • €10,000 in respect of vehicles made available in the 2025 year of assessment.
Any portion of OMV remaining, after the reduction is applied, is chargeable to BIK at the prescribed rates as outlined above. Example: A Car in category A is made available to an employee during 2023 and they use the car for both personal and business use. The OMV of the car is €80,000. The business mileage was 26,000km. The cash equivalent would be €80,000 - €35,000 x 22.5% = €10,135. If the employee travels over 52,001 the cash equivalent would be €80,000 - €35,000 x 9% = €4,050. Therefore, the more business mileage undertaken, the less BIK that will arise. Company Vans For the year of assessment 2023 and onwards the cash equivalent for vans will increase from 5% to 8% of the OMV.
December 12, 2022

Are You Having Difficulty Opening a Business Bank Account in Ireland?

One of the most challenging aspects of setting up a business in Ireland today is opening a business bank account. This can be as true for a domestic business as for an international business however for those based abroad it can be particularly demanding. There are a number of reasons for this principally the difficulty in satisfying the particular banks KYC (Know your client) and AML (Anti Money laundering) requirements. The reality here is that many of these provisions and rules were brought in to rightly shore up illegal and questionable activities being conducted however what we see happening now is that these regulations are being used on all types of businesses. In my opinion, it is the equivalent of using a sledgehammer to crack a nut. The demands that are placed on potential customers in the current climate make it very difficult to open an account in what are known as the main pillar commercial banks if the proposal has any international or non-run of the mill flavour to it. We have over the past year encountered significant hurdles ranging from language problems, to face to face meeting requirements to cultural differences that can all lead to frustration for the client. While we in Roberts Nathan have a very high success rate it can take some time and anyone looking at potentially setting up a business/ company in Ireland would need to bear this in mind and allow for 6/8 weeks for the whole process to arrive at the point where the account is fully opened and online banking access operational. There is a simpler and easier set up option being the use of one the newer online banking platforms which we have considerable experience in but this may not be suitable for all types of entities - in particular if one is involved in multiple currency and or significant wire transfer transactions. If this can be made to work it can short circuit a lot of problems and time for the client.

Why is this happening one asks?

It is not a uniquely Irish problem - certainly our experience with other jurisdictions would indicate to us that similar issues are felt across Europe, The USA, Asia and beyond. One of the key factors here is that the banks systems and software simply have not kept pace with technology and it seems that there is significant underinvestment here. In addition the lack of being able to directly liaise with the compliance officers within the bank is also an issue - in the most part one deals with a relationship manager employed by the bank who acts as the go between. It is hard to provide a roadmap or blueprint as to how to navigate this process as each case is very individual but over the past 20 years we have encountered almost all circumstances so a brief initial consultation with us on the matter should enable us to tease out what is required for your business or entity. It is certainly true that having an Irish resident director (which we can provide) helps no matter what the circumstances. Once the hard part of opening the business bank account has been achieved it’s operation is very straightforward and the online platforms for the three main pillar banks in Ireland are robust and easy to use. It should also be noted that Ireland is viewed very favourably internationally so it is akin to someone having a powerful passport in the business world. We would be delighted to
discuss in further detail any queries you may have here on a one to one basis - in terms of fees it is challenging to be precise as the specifics of cases vary however once we have had the initial consultation we will be able to provide this prior to any engagement.
May 31, 2022

How SCARP Helps Small Companies Settle Debts with Creditors

SCARP, the Small Companies Administrative Rescue Process is a restructuring process similar to the Examinership process in Ireland, used to restructure companies in, or facing financial distress. Examinership, whilst it has saved thousands of jobs over the last thirty years, is expensive and complex for many small and medium sized companies. SCARP is the government’s response to the need to provide a restructuring process that is cost effective and more accessible to micro, small and medium sized companies. Its introduction is timely, as we emerge from Covid-19 many businesses are facing difficult and uncertain trading conditions. With government Covid-19 supports now tapering off, the commencement of repayment of warehoused tax liabilities, the impact of the war in Ukraine, increased energy costs, raw material shortages and labour supply issues, businesses are now heading towards what one might consider a perfect economic storm. Whilst the indications are ‘the economic headwinds’ will be short lived; companies and businesses will have to weather these storms and unfortunately some will not survive. SCARP provides a restructuring tool that will allow companies to restructure their debts whilst continuing to trade. The restructuring plan once finalised and agreed with creditors becomes legally binding. Key considerations Who is SCARP available to: SCARP is available to companies where:              
  • Turnover does not exceed €12 million.
  • The balance sheet total does not exceed €6 million.
  • The average number of employees does not exceed 50.
This captures approximately 98% of all Irish businesses. In addition to be eligible a company must:
  • be unable or is likely to be unable to pay its debts.
  • not be in liquidation or have a receiver appointed.
  • have not used the process or had an examiner appointed in the last five years.
Key features of the process
  1. The process is led by a qualified Insolvency Practitioner (IP). The IP will be appointed as Process Advisory (PA) and will be tasked with formulating a rescue plan for the company.
  2. The process will have a defined timeline lasting up to 70 days.
  3. There is no automatic court protection from creditors once a company enters the process. The PA can seek this court protection once appointed.
  4. A rescue plan is approved when a 60% majority in number and a majority in value of one class of creditor approves the scheme.
  5. There is the ability to repudiate onerous contracts (e.g. leases).
  6. State debt is classified as ‘Excludable Debt’. Essentially the state creditors (e.g. Revenue) has the option to opt out of the process.  It has 14 days from the giving of notice to opt out, if there is no objection within that timeframe, Revenue may be included in the rescue plan.
  7. A rescue plan may require additional investment in the company. There is the ability to fund the plan over a period of time, subject to the approval of creditors.
  8. The PA is obliged to report to the Officer of the Director of Corporate Enforcement (‘ODCE’) on the historical conduct of the directors of the company.SCARP Process
Summary In essence, SCARP is a process that, if successful, will ultimately be an agreement between a company and its creditors to settle its debts. It is a very welcomed process that allows businesses to restructure their balance sheets to enable them to protect employment and to continue to trade. Fundamentally the company must have a reasonable prospect of survival to avail of the process. Early-stage action and intervention is key to a successful outcome in any scenario where companies are facing financial distress and/or liquidity issues. This affords businesses the time to consider all available options. We at
Roberts Nathan have significant formal and informal restructuring experience to help you navigate through these challenging times, so if you would like to discuss the above or any other issues or concerns facing your business, please contact Derek, or get in touch with us at derek.dervan@robertsnathan.com
May 17, 2022