UBO Registers for Companies and Trusts

Following the approval of the amendment law of Prevention and Suppression of Money Laundering Activities Laws in February, two separate registers shall be created.  The first one shall be the register of ultimate beneficial owners for companies (the “UBO Companies Register”) which shall be administered by the Registrar of Companies (the “RoC”) and the register of beneficial owners of express trusts and similar legal arrangements (the “UBO Trust Register”) which shall be administered by the Cyprus Securities and Exchange Commission (“CySEC“).

UBO COMPANIES REGISTER

Regarding the UBO Companies Register, 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 RoC.  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.

Companies are obliged to enter the information regarding their UBO in the UBO Companies Register until March 2022.  During this grace period, access to the UBO Companies 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 UBO 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 UBO, 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 following information must be filed with the UBO Companies 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 Companies Register in case the registered shareholder is an express trust or a similar legal arrangement:

  • Name of the trust;
  • Registration number (if any) of the trust;
  • Country of jurisdiction of the trust.

UBO TRUST REGISTER

In case the shareholder of a company is an express trust or a similar legal arrangement, then the name of the trust shall be submitted in the UBO Companies Register and depending on its place of administration, its details shall also be submitted in the UBO Trust Register.  The term “express trust” is defined as the trust which is created explicitly and voluntarily by the settlor and does not include any trust arising by operation of law or any trust or decision for which the settlor has no explicit intention to create. 

Any express trust or similar legal arrangement must be registered therein provided that: (a) its trustee is located or residing in the Republic of Cyprus, or, (b) its trustee, which is located or residing outside the EU, establishes a business relationship or acquires immovable property on behalf of the express trust in the Republic of Cyprus. 

Information to be submitted in the UBO Trust Register

A. For the express trusts or similar legal arrangements

  1. Name;
  2. Country and date of creation and/or establishment;
  3. Applicable law;
  4. Termination Date (if applicable);
  5. In case of a similar legal arrangement, the kind of such arrangement;
  6. Information in regards to the country of establishment or residence of the trustee, as well as his address;
  7. In case where the trustee is situated outside the EU and creates a business relationship in the Republic, the date of the beginning of the business relationship, the name of the person to whom such business relationship is established and the document regulating such relationship;
  8. In case where the trustee is situated outside the EU and acquires immovable property on behalf of an express trust in the Republic, the registration number of such immovable property and its title.
  9. Any other information and/or supporting documentation requested by CySEC for identification purposes.

B. For the Ultimate Beneficial Owners of the Trust (Trustee, Settlor, Protector, Beneficiaries, any other physical person exercising final control of the trust through direct or indirect ownership or by other means)

  1. Name and surname;
  2. Name of father;
  3. Date of birth;
  4. Place of birth;
  5. Nationality or Nationalities;
  6. Residential Address;
  7. Number, Type and Country of issuance of identification document;
  8. Date of Death (where applicable);
  9. Date on which the UBO became the beneficial owner;
  10. The nature and extent of the rights which are directly or indirectly held by the beneficial owner;
  11. The role of the beneficial owner in the trust or in the similar legal arrangement;
  12. Any other information and/or supporting documentation requested by CySEC for identification purposes.

Access

CySEC can provide access of the UBO Trust Register to the following:

  1. Cyprus Securities and Exchange Commission, the Cyprus Tax Department, the Cyprus Customs Department and the Cyprus Police with no restrictions;
  2. Any liable entity, in the context of due diligence and identification measures for their client;
  3. Any natural or legal person who can demonstrate a legitimate interest. This will be subject to acceptance by the Cyprus Securities and Exchange Commission; and
  4. Any natural or legal person who has a controlling interest in a company or other legal entity, inter alia, either directly or indirectly, indirect ownership, or through shares in the bearer or through control by other means. This will be subject to acceptance by the Cyprus Securities and Exchange Commission.

If access is granted, any natural or legal person will have access to the name, month and year of birth, the country of residence and the nationality of the people involved in the trust and the type and extent of the rights they hold in the trust.  The information in the UBO Trust Register shall not be available to the general public (unlike the UBO Companies register) but they will only be available to certain authorities and or people that show legitimate interest. 

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