Implementation of the Ultimate Beneficial Owner (UBO) Register in Cyprus – an Interim Solution

Following the approval of the amendment law of Prevention and Suppression of Money Laundering Activities Laws in February, the Registrar of Companies announced on the 16th of February 2021, the implementation of the interim solution by the collection of data for Cyprus companies.  Companies are given a period of 6 months (until the 17th of September 2021) during which period the information about the UBOs into the relevant interim reporting system should be submitted.

Application

Every Cyprus company or legal entity incorporated under the Companies Law, Cap 113 and any European public limited liability company, require to maintain adequate information on its beneficial owner(s) in the relevant registry of the Registrar.

The law does not apply to the following companies: 

  • Company listed on a regulated market that is subject to disclosure requirements consistent with the Union Law;
  • Companies whose directors already submitted an application for strike off, as per the Cyprus Companies Law, before the commencement of the European directive;
  • Companies whose liquidation has been enacted before the commencement of the European directive; and
  • Overseas companies.

Definition of Ultimate Beneficial Owner (UBO)

A UBO is defined as any natural person who ultimately owns or controls the entity in question through direct or indirect ownership of 25% plus one of the shares, voting rights or ownership interest in that entity, or who exercises such control via other means.

If no natural person is identified, according to the above, or if there is any doubt that the person(s) identified is the UBO, the natural person(s) holding the position of senior managing official(s) will be reported as the UBO indicating his position in the company.

In case of corporate entities

  • A shareholding of 25% plus one share or an ownership interest of more than 25% in the customer held by a natural person shall be an indication of direct ownership.
  • A shareholding of 25% plus one share or an ownership interest of more than 25% in the customer held by a corporate entity, which is under the control of a natural person(s) or by multiple corporate entities, which are under the control of the same natural person(s), shall be an indication of indirect ownership.

In case of trusts

  • Settlor;
  • Trustee;
  • Protector (if any);
  • Beneficiaries;
  • Any other person exercising ultimate control over the trust by means of direct or indirect ownership or by other means.

In case of legal entities such as foundations and legal arrangements similar to trusts, the natural person(s) holding equivalent or similar positions as indicated under the trust section.

Access

The register will become publicly available after the expiration of the 6 months grace period of the interim solution. During the interim solution, access to the UBO Register, will be limited to competent authorities only without restrictions such as the:

  • Police;
  • Tax authorities;
  • Central Bank of Cyprus; and
  • Cyprus Securities and Exchange Commission.

After the expiration of the grace period, obliged entities in the context of conducting due diligence and identification measures for the client will have access to the name, month and year of birth, nationality and country of residence of BO as well as to the nature and extent of the beneficial interest held, following the payment of EUR 3.50 per entity. Also after the expiration of the grace period, all members of the public shall have access to the name, month and year of birth, nationality and country of residence of the BO, as well as to the nature and extent of the beneficial interest held, following the payment of EUR 3.50 per entity.

Information to be submitted

The information will be submitted through the e-filing system “Ariadni”.  Oxford will organise each of the legal entities affected by the implementation of the UBO Register and submit the relevant information.

The following information must be filed with the UBO Register for each natural person:

  • Full name;
  • Date of birth;
  • Nationality;
  • Residential address;
  • Nature and extent of the beneficial interest held directly or indirectly by each beneficial owner, including through percentage of shares, voting rights or the nature and extent of the significant influence or control with other means exercised by each controlling person;
  • Identification card number or passport number (for CY residents ID is sufficient);
  • Date on which the natural person became UBO; and
  • Date on which any natural person cease to be a UBO (when applicable).

The following information must be filed with the UBO Register for a trust, foundations, other similar arrangements or listed companies:

  • Name;
  • Registration number (if any);
  • Country of jurisdiction;
  • Nature and extent of the beneficial interest held directly or indirectly by each beneficial owner, including through percentage of shares, voting rights or the nature and extent of the significant influence or control with other means exercised by each controlling person;
  • Date on which the trust, foundation, other similar arrangement and listed company was entered in the register as beneficial owner; and
  • Date on which any of the above cease to be a UBO (when applicable).

Applicable time frame of filings-Penalties

  • 6 months from the 16/03/2021 for all legal entities incorporated prior the 16th of March 2021.
  • 30 days from the incorporation for all legal entities incorporated after the 16th of March 2021.
  • In case of any change in the information of the UBO, such change should be submitted within 14 days.
  • Penalties are expected to be applied after the expiration of the grace period – not for the interim solution.

Please contact us for a professional advise and assistance to effectively set up your corporate structure.

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