Read the threshold accurately
The RBO share and voting tests refer to more than 25%; other control can also matter. Exactly 25% does not satisfy the share-percentage test by itself. It does not prove that the person can be excluded from every part of the assessment. Ask an adviser to consider the full ownership and control position.
Use an example without oversimplifying
Suppose four people each hold a quarter of one share class. The equal split is useful arithmetic, but it does not answer whether one person has additional voting rights or control under an agreement. List the rights separately from the percentages. An equal-looking chart can conceal an unequal decision arrangement.
Avoid reverse-engineering the split
Choose a founder arrangement for the business reasons and obtain advice about its effects. Do not change percentages solely to assume a filing obligation disappears. The assessment still needs evidence and consideration of control. A structure designed around a misunderstood threshold can leave inaccurate records and unresolved founder expectations at the same time.
Record how the conclusion was reached
Keep the share table, rights information and adviser’s assessment together. Where no natural person is identified after the required enquiries, ask about the applicable fallback process; do not treat “nobody owns more than a quarter” as permission to ignore beneficial ownership records. Reassess the position when rights, holdings or agreements change.
Your practical checklist
- Calculate holdings using the correct total
- Review voting rights separately
- Describe control arrangements and agreements
- Record the assessment and enquiries
- Recheck after ownership or rights change
Sources and editorial notes
Official guidance and any referenced service information checked 11 October 2026. These are original preparation notes with illustrative examples; they do not replace individual legal or tax advice.
Author and publisher: Ireland Company Formation, operated by COMMERCIAL ADMINISTRATION BUREAU LIMITED. For a correction or question, contact the team.
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