23 Apr 2021 | Antonis Karaolis
Register for Ultimate Beneficial Owners (UBOs)
On 23/02/2021, the law amending the Prevention and Suppression of Money Laundering and Terrorist Financing Law 188(I)/2007 (the “AML Law”) was published in the Official Gazette of the Republic of Cyprus, implementing the EU Directive 2018/843 of the European Parliament and of the Council of 30 May 2018 and constituting the amended law enforceable.
The amendments introduced significantly expand the range of application of the legal framework of anti-money laundering and notably enhance transparency through the limitation of anonymity.
The Registrar of Companies and Official Receiver has been appointed as the competent authority to maintain the public registers containing the details of the UBOs for companies and other entities registered in Cyprus. A directive has been published (ΚΔΠ 112/2021) on 12/03/2021 regulating the creation and maintenance of the public registers as well as the obligations of the entities registered in Cyprus and their officers.
The Latest Developments
o Obligation to maintain internal information
The company and each one of its officers are responsible to take all reasonable measures to collect and maintain adequate, accurate and up-to-date information with regards to the beneficial owners of the company, which must include the following:
o Name, surname, date of birth, nationality and residential address
o 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;
o Identification document number indicating the type of document and the country of document issuance (Identity card or passport depending on the specific facts).
o Date on which the natural person was entered in the register as beneficial owner; and
o 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.
The officers of the company (which includes directors and secretary) have the obligation to collect the necessary information and maintain/update the information at the company's registered office.
o Public Registers
The companies and its officers have the obligation to report to the public register maintained by the Registrar of Companies the information (as indicated above). The submission period of the information has been extended until 12/03/2022.
The public register will be accessible to:
o Competent Supervisory Authorities, the FIU, Customs Department, Tax Department and the police will have fast and unlimited access without the submission of a fee and without notifying the Entity.
o Obliged Entities, in the context of conducting due diligence and identification measures for the client (as defined by the AML Law and for verification purposes – not reliance) will have access to the name, month and year of birth, nationality and country of residence of the beneficial owner as well as the nature and extent of the beneficial interest held following the payment of a fee (Euro 3,50)
o All members of the general public have access to the name, month and year of birth, nationality and country of residence of the beneficial owner as well as the nature and extent of the beneficial interest held following the payment of a fee (Euro 3,50)
It should be highlighted that the current platform it an interim solution and that for the interim period access will be granted only to Competent Supervisory Authorities, the FIU, Customs Department, Tax Department and the police.
A discrepancy exists in the case where the information provided in the Public Register of beneficial owners is inconsistent with the information competent authorities and/or Obliged Entities have at their disposal. In such a case, the aforementioned competent authorities and/or Obliged Entities shall have an obligation to submit relevant documents and information evidencing the discrepancy.
For the interim period, the discrepancy report will be implemented only by competent authorities.
Entities not falling under the obligation to report
• Companies listed on a regulated market that is subject to disclosure requirements consistent with EU law;
• Companies that are subject to equivalent international standards which ensure adequate transparency of ownership information;
• Companies whose directors have filed an application to strike-off the company prior to the commencement of the directive;
• Companies whose liquidation has been enacted prior to the commencement of the directive;
• Overseas companies;
How can we help you?
o Provide assistance with identification of beneficial owners – provide support and/or legal advice based on the existing structure of the company/group;
o Provide advice and setting up of customized procedures, resolutions, documents and notices and forms with regards to setting up the Register of Beneficial Owners and the internal governance structure for compliance with the company’s and officer’s obligations;
o Provide support for the ongoing compliance of the company’s statutory and regulatory obligations with regards to obtaining information, maintenance of information and filings.
Authors: Iacovos Kouppas, Thea Nicolaou