Beneficial Owner (UBO) Register of Companies and Other Legal Entities in Cyprus

31 Mar Beneficial Owner (UBO) Register of Companies and Other Legal Entities in Cyprus

Cyprus has recently proceeded with the full transposition of the 4th European Directive (EU 2015/849) of the European Parliament (4th AML Directive) into domestic law and activated the implementation of the Ultimate Beneficial Owner (UBO) Register of Companies and other legal entities in Cyprus.

On 16 December 2020, the Council of Ministers of Cyprus has resolved to:

• appoint the Registrar of Companies (RoC) and Official Receiver of the Ministry of Energy, Trade, and Industry, as the competent authority for the maintenance of the central Register of UBO of companies and other legal entities and
• authorise the RoC and Official Receiver, to collect information about the UBOs of companies and other legal entities through the intermediate system solution that has been developed.

Based on the above decision, the Department of RoC announced that the companies and other legal entities can begin to submit the details of their beneficial owners into the intermediate system solution as of Tuesday, 16 March 2021. Starting from this date, a period of six (6) months is granted to all existing entities to submit their beneficial owners’ information into the system.

Entities registered on or after 16 March 2021 (new entities), are required to submit all of the required information in respect of each of their beneficial owners to the UBO register no later than thirty (30) days from the date of their registration.

The responsibility for the true and accurate submission of the beneficial owner(s) information lies with the company or other legal entity itself and with its officers. In case of a change in the information of a beneficial owner, the company or other legal entity and its officers must, within fourteen (14) days from the date they become aware of such a change, submit to the UBO register the information regarding the new beneficial owner or any change in the details of an existing beneficial owner.

Determining the UBO

An ultimate beneficial owner (UBO) is defined as any natural person who ultimately owns or controls the customer and/or the natural person on whose behalf a transaction or activity is being conducted and includes at least in the case of corporate entities:

• the natural person who ultimately owns or controls a corporate entity through direct or indirect ownership of a sufficient percentage of the shares or voting rights or ownership interest in that corporate entity. An indication of direct shareholding is 25% plus one share or an ownership interest of more than 25% in the customer held by a natural person and indirect ownership is 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, or by multiple corporate entities which are under the control of the same natural person(s).
• if after exhausting all possible means no other person is identified or if there is doubt that the person identified is the beneficial owner, the natural person who holds the position of senior managing official.
• in the case of trusts, the settlor, the trustee, the protector (if any) the beneficiary or class of persons in whose main interest the legal arrangement or entity is set up or operates, and any other natural person exercising ultimate control over the trust by means of direct or indirect ownership or by other means.
• in the case of foundations and legal arrangements similar to trusts, the natural person holding equivalent or similar positions to the person referred to in the case for trusts.

Information to be filed in the Register

As a minimum, the following information must be kept up to date and communicated for each UBO:

• Name, surname, date of birth, nationality and 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 document number indicating the type of document and the country of document issuance (Identity card or passport).
• Date on which the natural person was entered in the register as beneficial owner and
• Date on there were changes in the particulars of the natural person or the date on which the natural person ceased to be a beneficial owner

In cases where the shareholding structure of a Cyprus Entity registered in the Republic, leads to Trust/s, Foundation/s, other similar legal arrangements or listed companies as beneficial owner(s), the information to be submitted in the BO register is the following:

• Name
• Registration number (if any)
• Country of Jurisdiction
• Business address (not applicable to trust)
• 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 legal arrangements and listed company was entered in the register as beneficial owner and
• Date on which there were changes in the particulars of a Trust, Foundation, Other similar legal arrangements and listed company or the date on which it ceased to be a beneficial owner for BO register purposes.

In case where no natural person is identified as the beneficial owner based on the ownership rights or when there is doubt that the person identified is the beneficial owner, the details of the senior management official must be submitted, indicating whether the person is a director in the company or whether it holds another position, by declaring that position. In this case, the nature and extent of the beneficial interest is not submitted on the system.

The responsibility for the submission of information lies with the Entity and its officials.

Access to the Registers

It is important to note that access to the intermediate system is only available to competent authorities, upon request to the RoC. Therefore, the UBO information to be entered into the intermediate system shall not be publicly available

The said system is only a temporary solution and only government agencies, obliged entities and individuals with legitimate interest have access to the Registers.

The information that will be collected through this interim system will be transposed to the final version of the system that it is expected to be fully developed the second semester of 2021 and access to the fully developed system will be in accordance with the provisions of the 5th AML Directive, concerning the prevention of anti-money laundering and terrorist financing.

The 5th AML Directive, provides for access by the public as well. Access to beneficial ownership information will be granted to any natural or legal person that can demonstrate a legitimate interest as well as to any person filing a request in relation to a trust or similar legal arrangement which holds or controls any corporate or other legal entity. Beneficial ownership information will be available and effected through online registration and the payment of a fee.

We are at your disposal to provide clarifications on the procedure and submission of the relevant information.