Ultimate Beneficial Owners Register

By Marinos Marinou

Dear Esteemed Clients / Associates.

The Republic of Cyprus has implemented the EU Directive (2018/843) regarding the Ultimate Beneficial Owners Register (the ‘UBO Register’).

The Registrar of Companies (‘ROC’) has been designated as the authority responsible for keeping the UBO Register. The 5th AML Directive has been transported into the Cypriot legislation through the Prevention and Suppression of Money Laundering and Terrorist Financing Law 188(1)/2007 (‘AML Law’) which aim to heighten transparency and abolish anonymity, in the interest of the financial system in general.

The directive applies for all the Companies incorporated under the Cyprus Companies Law, Cap. 113 and for European Public Limited Liability Companies.

Exemptions:

1. Company listed on a regulated market that is subject to disclosure requirements consistent with Union Law;
2. Companies whose directors submitted an application for strike off or commenced liquidation before the enactment of the Directive, 12 March 2021.
3. Overseas Companies.

Information to be provided to UBO Register

For Beneficial owners who own or control a legal entity through direct or indirect shareholding of 25% plus one share, the below details must be submitted :

• Name and 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.
• Date on which the natural person was entered in the register as beneficial owner and/or date on which there were changes in the particulars.

The information will be retained for a period of 10 years after the date the relevant company has lost its legal personality or definitely ceases its activities.

All existing entities, registered before 16th March 2021 must submit their beneficial owners data onto the system within twelve months as from 16 March 2021.

Companies registered after 16th March 2021 must, no later than thirty days from the date of their registration, file electronically to the UBO Registry, all information in respect of each of their beneficial owners. During the period from 1st to 31st of December of each calendar year, legal entities must confirm electronically their beneficial owners.

The above deadline has been continuously extended to 16th of March 2022.

Both , companies registered before 16th of March 2021 and after should be file electronically in the UBO register by 16th of March 2022.

Unlimited access without payment of a fee will have the FIU’s, the Customs Department, the Tax Department and the Police.

Limited access to the name, date of birth, nationality, country of residence nature and extend of the beneficial interest of the UBO will have Service Providers and General Public.

Beneficial Owners Register for Trusts

Under the EU Directive (2018/843) the Register of Trusts has been enacted. The AML Law (L. 188(1)/2007 mandates the maintenance of a central register of beneficial owners of express trusts in Cyprus. (The term ‘Express Trusts’ refers to those trusts created expressly by a settlor at their own volition and does not include trusts arising by operation by Law, nor trusts for which the settlor shows no clear intention for their creation).

The Cyprus Securities and Exchange Commission (‘CySeC’) has been designated as the record keeper.

The Register is kept electronically by CySEC and any express Trust must be registered therein provided that:

• Its Trustee is located or residing in the Republic of Cyprus;
• 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.
• The Trust register must hold adequate, accurate and current information on their beneficial ownership, including the identity of:
• The Trustee, The Settlor; The Protector, Beneficiaries and any other person exercising effective control over the trust.

Information of the Ultimate Beneficial Owners of the Trust:

• Name and Surname, date and place of birth, nationality and residential address;
• Nature and extent of the rights which are directly or indirectly held by the beneficial owner, the role of the Beneficial Owner in the Trust.

Accessibility to the information

Accessibility to the information of the Trust Register has the following sectors:

• Competent authorities and FIU’s, without any restriction.
• Obliged entities, within the framework of customer due diligence; including credit institutions, financial institutions, auditors, external accountants, tax advisors, notaries, service providers, legal professionals managing of client money, buying and selling of real property, managing of bank accounts.
• Any natural or legal person that can demonstrate a legitimate interest.

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Original Article

Cyprus UBO Registry Fully Explained