In early 2021, the Cyprus government transposed the 5th AML EU directive into Cyprus legislation, part of which was the obligation for the registration of the beneficial owners in a national centralized registry by March 2022.
Who is a UBO?
For the purposes of the the UBO registry, a UBO is a person who directly or indirectly holds more than 25% of a company’s shares (directly or through intermediaries) as well as any other person who has the right to otherwise control the company’s activities. If no UBO can be determined the person holding the most senior management position in a company should be recognized as the UBO. It is noted that control via other means (such as shareholder’s agreements, exercise of dominant influence, influence through family links, etc.) must also be taken into consideration.
In the case of trusts, UBO will be the settlor, trustee(s), protector (if any), the beneficiaries (or where the individuals benefiting from the legal arrangement or entity have yet to be determined, the 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.
Who needs to disclose the information?
The responsibility for the submission of the information is on the Company itself and each of its officers (directors and secretary).
The following entities are exempt from the obligation to report:
Companies listed on a regulated market that is subject to disclosure requirements consistent with EU legislation
Companies who have filed for strike off prior to 12 March 2021
Companies whose liquidation was enacted prior to 12 March 2021
Overseas companies (branches)
What information will be disclosed?
For natural persons:
Name, surname, date of birth, nationality and address of residence
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 country of document issuance (identify card or passport)
Date as of which the person was entered in the register as beneficial owner
Date as of which any changes were made to the details of the natural person or date as of which they ceased to be a UBO
In the case where the UBO is a fund, trust or public company the following information will be disclosed:
Registration number and country of registration
Registered/business address (not applicable for trusts)
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
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
Who will have access to the register?
Whilst the interim platform will be in place (i.e. up to 12 March 2022) only competent authorities, the financial intelligence unit, the customs department, tax department and police will have access. Once the permanent platform is launched the information will be available to the public for a fixed fee (EUR3.50 for the information of each company)
What is the deadline?
The deadline for newly incorporated companies is 30 days from the incorporation. For all other entities the deadline for the first reporting is the 12th of March 2022.
What are the penalties?
Penalties will commence as of the end of the interim solution (i.e. after the 12th of March 2022) and include an administrative penalty of €200 for the company and each director, plus €100 for each day of delay up to a maximum penalty of €20.000
What should be your next steps?
Review your structures and identify the Cypriot companies for which the Cyprus UBO registry will need to receive the information. In order for you to disclose this information you will need to obtain an identification code for the Cyprus government portal (Ariadne).
How we can help?
Elsavco can assist you with the registration of your Company to Ariadne, assist you in identifying reportable UBOs, submitting information on your behalf.