2024 Update on the UBO Register in Cyprus

The phased implementation process of the final electronic system solution of the Cypriot Register of Beneficial Owners of companies and other legal entities (the “UBO Register”), which commenced on 14 November 2023, was completed on 1 April 2024.

It is expected that this shift to the new platform will both enhance the efficiency of the UBO Register and help to align it further with the transparency obligations stemming from the underlying EU AML Directives and the AML Laws in Cyprus.

We set out further below a useful summary of the main points to ensure compliance with the relevant regulatory requirements:

I. Which entities are liable to submit information

All:

• companies incorporated or registered under the Companies Law, Cap. 113;
• European public limited liability companies (SE); and
• partnerships,

unless covered by the exemptions below, are liable to disclose beneficial ownership information in the UBO Register.

Companies currently undergoing a liquidation or strike off process, which commenced on, or following, 12 March 2021 (being the date on which the interim system solution of the UBO Register was implemented), are included in the scope of the term “companies” above, and are thus obliged to make the relevant disclosure. Overseas companies which have established a place of business (branch) in Cyprus, are outside the scope of the relevant regulations.

Pursuant to the AML Law and the directives issued by the Registrar of Companies, the following are exempt from the obligation to disclose beneficial ownership information in the UBO Register:

• companies which are listed on a regulated market that is subject to disclosure requirements under European Union law; and
• companies which are subject to equivalent international standards that ensure sufficient transparency of proprietary information.

II. What information should be submitted

The information to be disclosed for each individual beneficial owner includes:

• personal information, such as the name, date of birth, nationality, residential address and identification document details;
• the nature and extent of the beneficial interest held, directly or indirectly; and
• the date on which the relevant person became or ceased to be a beneficial owner, or on which the information previously disclosed changed.

In cases where the structure of an entity leads to a trust, a foundation or other similar legal arrangement, information will also need to be submitted:

• for each settlor, trustee and beneficiary (and, in certain cases, for each protector or other person exercising control) of the trust; and
• for the founder and/or members of the board and management of the foundation.

III. Who is a beneficial owner

Under the AML law, a “beneficial owner” is any person who ultimately owns more than 25% of a company or legal entity, or otherwise controls the same, whether through ownership, directly or indirectly, of a sufficient percentage of shares, through voting rights or through any other means.

In cases where no individual beneficial owner can be determined, the details of one or more senior management officials need to be declared instead.

IV. Important deadlines

• Newly incorporated or registered companies or other legal entities must disclose their beneficial ownership information in the UBO Register within 90 days from the date of their incorporation or registration.

• Changes to the beneficial ownership information previously disclosed must be notified to the UBO Register within 45 days from the date on which the relevant change became known to the entity involved.

• Confirmation of Beneficial Beneficiaries

Between 01/10 to 31/12 of each year, the Entities or their officials/partners should confirm the information contained in the UBO Register

• Any discrepancies in the beneficial ownership information identified and flagged to an entity by the Registrar of Companies will need to be addressed and rectified within 30 days from the date of the relevant notification.

V. Penalties for Non Compliance

Following announcement by Registrar of Companies on 14 March 2024, from 1 April 2024, the monetary charges and other sanctions will be implemented, in accordance with the provisions of the Law on the Prevention and Combating of Money Laundering from Illegal Activities and Directive KDP112/2021, as amended and in force.

Notwithstanding the criminal liability or prosecution of any person, in the event of failure to comply, the corporate or other legal entity and each of its officers shall be subject to a fine of two hundred Euros (€200) and a further fine of one hundred Euros (€100) for each day of continuation of the violation with a maximum charge of twenty thousand Euros (€20,000).

How we can help you

Our team of experienced and qualified professionals can assist you to determine whether your business is subject to the regulations in Cyprus and ensure that the relevant requirements are met. Our in-house specialist team working closely with other experts across our international network of firms and other associates can assist with the preparation of TP documentation files as required.

For more information on how we may be able to assist you and your business please contact us at  uhy@uhy.com.cy or call (00357) 22379210.