Registries Revealed | Episode 3: Ireland... with Ben Cronin

Hello, and welcome back to Registries Revealed, the show where we deep dive into a specific country's corporate registry system. What registers exist, the data that's available, and how to get the most from them if you're working in a financial crime or investigations role. I'm Steve, and this week I'm taking us way back to the land where Kicker was founded, Ireland, and to do so, I'm joined by one of Kicker's founders, Ben Cronin. Ben has been building anti-money laundering solutions for 15 years, including UBO service, AML HQ, and a little old business called Global Business Register, or as you know us now, Kicker. Over that time, he's worked with company registries across the globe, including very closely with the company's registration office, or Crow, based in Dublin. And as you'll hear, he's someone who knows a thing or two about the Irish economy and business ecosystem. You'll hear us talking about the Crow and RBO registers, and whether it's fair to compare them to companies house in the UK, along with the different types of data that are accessible. We also discussed the quality of UBO filings in Ireland, identity verification, and Ireland's response to one of our favorite topics on the pod. Yes, you guessed it by now, the 2022 CJEU ruling. On our journey, we stopped to give some thoughts to why Ireland is so attractive to global technology firms. And here's a hint, not just about the tax, although in disgust is whether it's all about the quality of the Guinness. Drew is out on that one. I'll be back in half an hour for some reflections. But for now, let's get into it with your man, Ben, shall we? Well, Ben, welcome to the show. Good to have you here. We'd like to start, as we always do, with a general overview of the registry system in Ireland. I think on the face of it, it seems fairly similar to both the UK and Australia that we'd covered previously. So you've got a fully digitized registry service, public disclosure of company and shareholder details. All of that's available in a number of different access formats for those who need to query it as well. So, tell me, is it fair to compare them? And in what areas, if any, do you think Ireland differs? I think it's very similar. I think it could take their, given that the Irish Red Street and the Australian Red Street actually were all based on British company law back in the day. And so there are really similar Irishers in terms of the documents available, you know, annual returns, annual accounts and so on, particularly from corporations, for example. So very much you can navigate UK and Ireland in a very similar way. This company search, you can search by name, very similar information is available. There are APIs available in the Irish Red Street that gives you some access. And there's the ability to buy both data as well through the Irish Red Street, which would have, you could buy back data documents and also access this to a search facility and some data, some company data. There are differences in terms of a access to the RBO, the Registry of Beneficial Lawyers, actually called the PSC in the UK. And the PSC is very much done. I mean, the UK Registry, the company's house is very open and it's very, you know, it's free. A lot of data is free. Fantastic APIs, robust, or robust technology, I have to say, very impressive. Has drawbacks, obviously, I think you've heard of that in previous podcasts and can be abused because of the lack of data coming in. But really very similar in terms of establishing shareholder information, annual accounts, the financials of companies all sit in the company registration office that are available through the company registration office and then beneficial orders as well through the RBO. I think coming back to those similarities between company's house and CRO, I think it always surprises people at first just how much information is available on companies via the filings. So it's similar, again, in the sense that you can pretty much get a record, can't you, of everything that's been filed by a company as a PDF extract. So whether there's a change of address or a change of director, it's not just the case that the data changes, but actually there'll be a document to accompany that which is available to order as well. Yeah, absolutely. Over the years, people access the data in more sophisticated ways, but it's absolutely accurate to say that any event that pertains to the company, change of company name, for example, change of registered address, change of status, which is normally a really key metric. You want to be dealing with a company that is active as opposed to a company that's delinquent or struck off or dissolved. So company status is always a really important measure. New directors appointed annual returns, annual accounts filed. Once there is a lag in some of the documentation because of just filing rules, there's a lot of brilliant information there and very, very rich. The one thing I'd say about the CRO in terms of, you know, it's run under the age of self of the Department of Veterans and Trade and Employment who also run the Corporate Enforcement Authority here in Ireland. The stick that it pertains in Ireland is quite serious. If the Corporate Enforcement Authority come down on you for malfeasance or erroneous filing, they come with a lot of heavy legal tools out there, in the hand as it were. So whilst similar to the UK, you can file anything. The paper doesn't refuse in terms of going after you. If there's criminal activity, it's really, really serious and there are massive fines, there's potential jail sentences. It's taken really seriously. The thing about Ireland as well is it's just a smaller red streak than the UK, a smaller country. So, you know, your reputation is turning astern Ireland. It's such a small country really that everybody's kind of one step removed from everybody else. So, that stick is very, very powerful in terms of the quality of the data that goes into the CRO. And just on the size point, I mean, I looked at some stats before we started recording on business registrations in Ireland that it does seem like there is a steady inflow still on both national businesses and foreign entities registering as well. What do you put that down to? Is it, you know, does it speak to the Irish business environment? Is it a Brexit influence thing whilst driving that increase? Well, I think a bit of both. Obviously, with Brexit, a lot of financial services companies in particular needed to have a European base. So, a lot of them chose Dublin, France and Germany as well. So, you know, getting access to Europe is a big part of that. I suppose that moved to come here. There would have been some criticism of the Irish Central Bank in terms of pushing the licenses, in terms of the speed of being able to stay on top of that. That's something that I was acutely aware of. The people I work with would be involved in trying to establish licenses for these financial services companies in Dublin. There was definitely a backlog. It was probably on the resource. So, Brexit was a big part of that. Others coming from outside, particularly from the US, if they're looking at the States in Europe, it's a track of two basis in English-speaking locales. Obviously, the option of doing that in the UK was gone because of Brexit. Obviously, big connections between Ireland and the US, Australia, other countries globally, which has always been tapped by Irish government agencies. So, the Irish diaspora globally has always been a kind of rich resource for business in Ireland. There's a number of organisations. IDA is one, Enterprise Ireland is another, who actively go and try to recruit companies to relocate to Ireland. And they could be manufacturing or service companies, but they get the benefit. Soft benefits, I would suggest, where they can train and employ staff using grants that can be available. Set up factories or units here can be made attractive by grants as well. Tax regimes, Ireland is getting cutest haven for a lot of corporates. But really, when you look across Europe, there are various incentives that are given, that kind of match out and level out, I would say. But what outsiders do see in Ireland is that they see a well-educated working population. People within Europe or outside of Europe that see Ireland as an attractive location if they want to move there for work. Now, that's getting more difficult now, because I think there's a housing crisis everywhere, to be frank with you. But it is a place that people do take as a nice place to work and come and live. And that, I suppose, available workforce is very attractive for companies to relocate here. Well, we should say, for those of our listeners that are not familiar with Dublin, you and I have spent a lot of time there. You walk down the river in Dublin and on one side, you've got Bank of Ireland, Citigroup, EY, the big enterprises, big banks. On the other side, you've got Facebook, Salesforce. So it is a real hub. And I think particularly for both tech and financial services, it's a place where you register. And part of that might be the tax regime, but also the access to different markets, as you've said. It's a bit like all roads lead to Ireland, in that way. Yeah, yeah, it's, I mean, it's a peculiar time. I think in the US, where I see, I see, it's not a direct comparison, but I see, say, for example, in San Francisco, where there's a real problem now with the locals, and even bringing this up might be controversial. But there is a sense that Ireland has taken on a lot of people, the price of property, trying to rent apartments, trying to get what the property land is next to possible to the whole generation of people who are emigrating now in the 20s and 30s, people are living at home, what's wrong with their parents. Part of that is driven by the lack of accommodation, which causes a problem when you're priced out of the market, because of these high-end jobs that are coming in. Obviously, the high-end jobs on the flip side, they pay a huge amount of tax here and they contribute massively to the Irish economy. So there's a real balance that needs to be kind of struck there, because politically, as we can see across Europe, across the world, there's more disenfranchised people and more, I suppose, political people because of that. So why is this so much activity and so much inward investment? It has to be balanced. And I think these are problems that you face in London and everywhere, basically. There's clearly risks to that open approach. And if I kind of bring it back a little bit about some of the things we were saying earlier and how useful the registry system is, let's talk about ownership. I think one of the really interesting differences between the registries we've covered so far is access to the shareholder and UBO data, actually finding out who owns these big companies that have flocked to Ireland over the last 20 years. And on the shareholder side, you've got a very, very similar situation to the UK, not like Australia, where actually there are shareholder declarations, but they tend to be buried in those filings. So you've got to really go searching for them if actually you want to try and use that to understand the ownership picture. And then let's move on to the RBO as well and the UBO environment, because as you said, that is very, very different now, isn't it, to the PSC data you would get in the UK, both in terms of availability and also kind of the access regime that governs that? Yeah. And in terms of the creation of the PSCA, that was done through Brexit. It was done based on legislation of essentially that the company's house knew was coming so it was very similar in its setup. But what we see across Europe is that many of the registries, all the registries, when they when they were confined in their own company law at a country level, that the availability was very different and disparate. Company's house of the PSC is very accessible. There are APIs there. It's data. It's fantastic, very accessible. Downside to it is that what I see a lot in the UK is that you would get a lot of companies who've been listed as a beneficiary order in the PSC. What I do see in Ireland and a lot of other registries is that you rarely see a company down as a beneficiary order. Now, that's because of legislation that it's supposed to be a natural person. So what you see, you see a lot in the UK where there's a company that owns that is a beneficiary order and then that company can be registered anywhere globally. And then you kind of hit a dead end or it can fill out a family tree. That's probably something that kicker do where you fill out a family tree of who owns that company down to beneficial to natural persons. In terms of legislation, definition is ownership of more than 25% of natural person. What you do see in Ireland, if there's no beneficial order, you have to file a natural person that it would be a managing person or managing partner. So you will, well, from my experience from what I've seen looking at the data, you will always resolve it to a natural person in the Irish registry, which is what you want because ultimately, we're trying to identify natural persons are people that are behind companies or that are in control of companies. The other thing, the other real difference that in Ireland, the data is that there's no API into the RBO, which is fickied to access in a very efficient manner. So when the RBO was being built, it was built by the same, the CRO, Runnish, even though it's a separate registry. They were very, I suppose they didn't plan and their view is that they will apply the law and access to the data was in a certain way, and it wasn't through an API. We think over time that might change, but then, so right now, when you do a call to the RBO, you get a document to essentially a standard document that lists out who are the beneficial orders or the managing partners. It is a document that can be read from using OCR, or natural language processing. You can read from that document, but it's not like the PSE where you're getting your well-versed in this. So it's not sufficient to get access to, of course, because of that. And then the ruling in the European Court of Justice of two years ago that shut down unfettered access to the registry across Europe really has made it more difficult again to get access. And this is probably what we're going to talk about next, I think. Well, I was going to say it's been a bit of a connective tissue, actually, throughout all the podcasts we've done so far. This question about availability of beneficial ownership data, and then specifically this challenge there is in the EU, as to whether transparency is compatible with privacy of the UBOs as well. And let's maybe go back to look forward. We were saying before that both of our organisations, pre-2022 ruling, had actually built technology which could help our customers with the extraction of UBO data, which is largely very good, as you say, from the RBO, and actually formatting that in a way that makes it useful for regulated entities. I think we both said, not that we were directly in touch at the time, but we both had the exact same challenge that the ruling happened in 2022, and overnight that access was retracted. So we suddenly had a situation where lots of our customers were dependent on us for extracting that UBO data, and actually what the ruling said was that from now on only, organisations with a legitimate interest and the people actually doing the work of verification, the anti-money laundering, not service providers could still access that information. And what I thought was quite interesting on the Irish side about that was just the speed of action. And it might speak again to what you said around enforcement and also looking to the EU and being keen to flow that down in a very consistent way, because that wasn't the case across the whole EU. There were lots of countries that waited and have observed what the reaction was to the ruling before they changed the access protocol, but no RBO day one after and some of that access was revoked. We should say that since then as well, access has been re-established or made easier for entities that do have that legitimate interest. I think what still sets Ireland apart from some of the other countries that have standardised how you can apply for access is it is literally only national bodies, law enforcement, and then those obliged entities. So who does that exclude? Well, yes, service providers like Kicker and AML HQ, but it also excludes journalists. And sure, we might not want the public to have access, but if you've got a legitimate purpose for needing that information for investigatory reasons, unless you are in one of those obliged entities in law enforcement, you're kind of locked out now, right? Yeah, absolutely. I mean, it would make it one cynical, but Ben & Scholler movement was set up on the basis of increasing financial transparency. The irony of the case that was taken to the European Court of Justice, which went through the Luxembourg registry, was that the person that took the case had a lot of Russian oligarchs on these books and wealthy Russian individuals. Lo and behold, they win the court case, and there's a shutdown everywhere. Now, the crew were remarkably quick on other registries where as well. I think the whole point of open data and the open data movement has been kind of going for some time. One of the kind of tenants of open data is this idea of if you give unfettered access to everybody, then there will be citizen during the citizen investigators who will kind of point out that there's erroneous data up there, and that's kind of access to the data is all important for that. Now, how open it should be, I don't know, but right now we see that there's a move. Some of the registries have obviously opened up and remained opened in Europe, but I'd be slightly unhappy with how slow it's been in Ireland to kind of really address it. There hasn't been a forgery here from journalists that I've seen. Maybe it's convenient for people to hide it in Ireland because of this international dimension, make no under pressure from overseas entities. I don't know on a political level, but obviously, because of the business I'm in, I and my team were extremely unhappy for it to be shut down, access, and getting access now. I mean, we can build tools that kind of work around it. I'm sure you're doing the same in Kicker, but that's the registry space. No, I've been working in the registry space in 2007, and they're supposed to be set up for formation very much, or very often it was like two steps forward, one step back. That is the registries because you're dealing with government agencies in most countries with vested interests, with a different kind of company. Obviously, in southern Europe, you've got more of a notary involvement. You've got a polyionic system registering where you're going through a notary system, which creates a lot of money for vested interests. So getting agreement across Europe, it was amazing that they managed to get the beneficial owner registry legislation through, but we see since then it's like, as I said, two step forward, one step back. I see there's going to be more challenges. I see there's going to be challenges in Ireland, but it's going to take years to get kind of our federal access again, and hopefully an API. Well, let's bring it right up to date. So there was a new EU AML package launch earlier this year, in fact, which brought changes to the regime around access to beneficial ownership information or plans to bring changes. So the key points were to make provisions related to beneficial ownership in AML legislation harmonized and more transparent and increasing the access to disclosures for obliged entities. So a couple of the points that were talked about in that new package were standardizing the access requirements. So not that there'll be lots of different forms on a registered by registered basis, but hopefully just one or one method of gaining access. Well, a really interesting point, so I thought. So disclosure of full structures. As you're asking businesses not only to file their UBOs, but the intermediary organizations as well, which would be huge for our industry. Yeah, as well, machine readable information. So I don't know if you're like me, Ben, but I hear that and my eyes light up, and I think, wow, this will be amazing for anybody in an AML or beyond related role. What's your, what do you put the chances of that happening in the next couple of years at? Well, you may not have seen it, but my eyes did light up there. Well, it's, you know, it's, it would be fantastic. From dealing with registries, I would be cynical, I'll have to say. I think if you do it right in Europe, I think even with the registries, the beneficial registries, you know, since the war, since the European countries started building them, there's been projects started in New Zealand, in Australia, in Singapore, in Hong Kong, in the US, in Canada. And so there's this idea of, you're either in or you're not in. Now, when the tipping point comes, I don't know, we've still got crown dependencies, a lot of jurisdictions around the world who are built to not be transparent, to be opaque. And that still pertains and they make a lot of money doing that. So it's a top notch crack, but I am hopeful. That's so really positive. No, I'll probably share some of your earliest cynicism about maybe the time scale of which will be implemented, but there's lots to be hopeful about, no doubt. You make a really good point there at the end, which I think is important for understanding Ireland's registry system anyway, and something we'll refer back to, which is this commercial point. And so actually, you know, to what extent the registries exist as commercial entities and have a revenue generating component to them. And what I think is quite interesting about Ireland, and there's a lot of positive things to be said about the data that can be found at the CRO and the RBO. But if I'm not mistaken, or it certainly was when it was open, the RBO charges per UBO record. So that's again, a point of distance from something like the UK, where the information is free. And actually, you mentioned the bulk data earlier, this is a really interesting point. So Ireland makes available all of its data as bulk data, so with a daily refresh, and also previous filings, historical information, as you mentioned earlier. You wanted all of that information, the annual cost is €93,000 to get access to it all. So pretty big value placed on that data, and I suppose so they should. But again, if you're looking at centralising how people access this information across lots of regions, that needs to be taken into account, because there will be implications, I suppose, for that revenue. Yeah, I mean, registries generally are government agencies. And if you look at the charter, a lot of the registries there, their charter is not to make money, is to break even. I mean, companies houses was a classic example when they started giving stuff away for free. They were making money, enough money to run the registry on the filing side. That's where their revenue is coming from, its filing fees. So they're giving away the data as free as possible as it were. The Irish model is expensive. Now, there are not many wholesalers that buy it. They're all public. The entities that buy the bulk data from the zero, but in terms of how Irish consumers use the zero, it's hugely available. It is the most, I mean, the private source, my background is in private source data and the value of that. But it's a real understanding in Ireland, access to private sources is all important. Every citizen or firm, every accountancy firm, estate agent, all the obliged entities in Ireland, big or small, they all access the zero. Much in the same way, I would think I would suggest in the UK, directly or through intermediary. What's very important is in terms of the legislation, in terms of criminal justice acts in Ireland, the act of going to the zero is deemed to be a primary access is really important in terms of complying. So if you, once the data you rely on that's in the zero might be wrong, because it's been filed erroneously, your obligation is to check the zero at a point in time and live access is all important for that. So you can check the zero, find out name address, try to keep metrics for a company, but then you can really dig in. You find out information about the shareholders, location, shareholders information, directors, financials, there's massive amounts of data available. Everybody, I say everybody, every business knows has an account with the zero. It's used all the time. You talked a bit then as well about verification or I read into it a little bit that you were talking about verification. And that's another thing we talked about a few times on the pod so far is the extent to which the information is verified that exists at the registry and where that burden should fall. Later in the series, we're going to cover several registries that undertake a very high degree of verification on the information they accept at the point of registration. On the other hand, you've got ones like Australia and the UK that we've covered already where very little is done. In fact, you'd have ASIC in Australia self-describing as a notice board. And really, where does Ireland sit on that continuum, do you think? Well, the serial because it's direct send and tub companies house is does virtually no checking or very little. The RBO interestingly in the RBO when you file, you have to put in somebody's social security number, which is the unique identifier, which is the real step and something that's social security number in Ireland is unique to each person. And it's not something that's used a lot outside of government agencies. So it's a very robust check. So when you file a director that is a citizen that has a social security number, sorry, they don't have to be a citizen, they have to have a social security number. You have to file a social security number with each of those natural persons. So that in itself is a check from a government point of view that it is a legit person. So I'm not sure what checks to do in the background under the hodas that were, but capturing that number is a massive step. If the person is overseas and doesn't have a social security number, the system forces you to create a number, that overseas number where in order to get an overseas number, you have to identify yourself to them to a level where they're happy to issue you with a number. So there's checks in there as well that are quite robust, but that is only in the RBO side of the house. It's not in the directors on the beneficial owner or share owners that you might see are on the CRO side of the house. Well, this is probably a good point for us to finish up our conversation up then, because that would put Ireland ahead of the Brits who are just about to introduce direct to verification, but not yet. So having that in place already for beneficial owners is certainly a level above. And yeah, look, it's a really crucial data point. It's really crucial the registries know who has significant control of these businesses and who's taking the decisions. So definitely a very positive point to end on. Well, look, Ben, it's been fascinating chatting to you, learning about the Irish system. So thank you. Steve, yeah, great to chat and have a Christmas. Well, I'm sure you'd agree some fascinating points there from Ben, demonstrating yet again, although registries can appear similar, the types of information they provide, the cost and the exact data that's made available can really differ. I found it particularly interesting to hear about Irish UBO declarations, for example, the fact that they must be individuals and that those individuals have to be verified, not something we've heard so much about in the first two episodes. Although it does slightly undermine the utility of the information when it sat in PDF documents behind a paywall. Maybe we'll see some forward progress on that shortly. Send kicker a message on LinkedIn if you've got any questions for a future episode, or if you just want to know more about the Irish registries, then I've got a treat for you. The kicker guide to registries in Ireland has just been published and you can find the link along with some further details in the description. We'll be back again in two weeks for another discussion, which leaves me with plenty of time to confirm whether it is indeed the Guinness that's attracting these Silicon Valley times. Better make mine a pipe.