On 23 February 2021, the EU Directive 2018/843 (THE “5th Anti-Money Laundering Directive”) according to which EU Member States are required to launch publicly accessible registers of beneficial ownership of companies, was transposed into Cyprus legislation through the Prevention and Suppression of Money Laundering Activities Laws of 2017-2021 (the “Law”).
On 12 March 2021, the Cyprus Registrar of Companies and Official Receiver (the “Registrar”), pursuant to Article 61A of the Law, issued the Regulatory Administrative Act 112/2021 (the “Directive”) in respect to the Central Register of Beneficial Owners of Companies and Other Legal Entities (the “Register”), by which the Registrar shall exclusively maintain and publish in electronic form the information in respect to the beneficial owners.
DEFINITION OF BENEFICIAL OWNER
According to the Law, beneficial owner (the “BO”) of a legal entity is considered as the natural person(s) who ultimately owns or controls the entity, directly or indirectly as follows:
Direct ownership: shareholding of 25% plus one share or an ownership interest of more than 25% in the entity;
Indirect ownership: shareholding of 25 % plus one share or an ownership interest of more than 25 % in the entity held by a corporate entity, which is under the control of a natural person(s) or the control of multiple corporate entities, which are all under the control of the same natural person(s).
ENTITIES OBLIGED TO REPORT
All companies incorporated or registered under the Companies Law Cap.113 as well as European Public limited liability companies are obliged to report with the exception of:
- Listed companies;
- Companies that have filed an application to strike-off or whose liquidation has been enacted prior to the commencement of the Directive;
- Overseas companies.
INFORMATION TO BE FILED FOR EACH BO
- Name and surname;
- Date of birth;
- Residential address;
- Nature and extent of beneficial interest held (i.e., through % of shares);
- Identification document details (Identity card or passport).
In the event that the shareholding structure of a Cyprus company leads to Trust/s, Foundation/s, other similar legal arrangements or listed companies as BO(s), the information to be submitted in the Register is the following:
- Registration number (if any);
- Country of jurisdiction;
- Business address (not applicable to trust/s);
- Nature and extent of beneficial interest held (i.e., through % of shares).
In case no natural person is identified as the BO, the details of the senior management official must be reported in the Register, indicating his/her position in the company.
- Existing entities: within 12 months, starting from the 16th March 2021;
- New entities (i.e. incorporated or registered after the 16th March 2021): no later than thirty (30) days from the date of their incorporation or registration.
- Change in the information of a BO: fourteen (14) days from the date of change.
Further, from 1st until 31st of December of each calendar year, all entities must confirm electronically to the Registrar theirs BOs.
ACCESS TO INFORMATION IN THE REGISTER
- Competent Supervisory Authorities, the FIU, the Customs Department, the Tax Department and the Police have fast and unlimited access with electronic means without the submission of a fee and notifying the company or other legal entity;
- Obliged Entities have access to the name, month and year of birth, nationality and country of residence of the BO as well as to the nature and extent of the beneficial interest held, following payment of €3,50 per company or other legal entity;
- All members of general public have access with electronic means only as to the name, month and year of birth, nationality and country of residence of the BO as well as the nature and extent of the beneficial interest held, following payment of €3,50 per company or other legal entity.
It is noted that access to Obliged Entities and the general public will be granted after the twelve (12) months’ period given to existing entities for the submission of the BOs’ data.
The responsibility for the true and accurate submission of the BO information lies with the entity itself as well as its officers.
A €200 fixed fee plus €100 per additional day of non-compliance with a cap of €20.000 may be imposed to entities and their officers that do not comply. The said penalties are applicable after the twelve (12) months’ period given to existing entities for the submission of the BOs’ data.