Implementation of the UBO Register (Interim Solution): Guidelines by the Registrar of Companies

Further to our announcement dated on 4th of February 2021, the House of Representatives voted for The Prevention and Suppression of Money Laundering and Terrorist Financing (Amending) Law of 2021.

One of the fundamental amendments of the above-mentioned Law is the implementation of the Register of UBO (currently as an interim solution) in order to increase transparency.

The Department of the Registrar of Companies announced on 16/03/2021 the implementation of the interim solution by the collection of data for companies. The Companies will be granted a period of 6 months from that date (until 17 September 2021) during which the information about the UBOs into the relevant interim reporting system should be submitted.

Definition of UBO

According to the 5th Anti-Money Laundering EU Directive which was transposed into Cyprus Legislation through the Prevention and Suppression of Money Laundering Activities Laws of 2017-2021, a UBO is defined as any natural person who ultimately owns or controls the entity in question through direct or indirect ownership of a sufficient percentage (25% plus one) of the shares, voting rights, or ownership interest in that entity, or who exercises such control via other means. If no natural person has such qualifying ownership or control or no person under 25% plus one is identified, the natural person(s) holding the position of senior managing official(s) will be reported.

Upon submission of a request to the Registrar of Companies, during the interim solution, access to the UBO Register is limited to competent authorities only such as the Police, Tax authorities, the Central Bank of Cyprus, the Cyprus Securities and Exchange Commission and others. The relevant supervisory authorities and regulators will have access to the information if they have a legitimate interest to do so. Consequently, the UBO information entered into the interim system will not be publicly available for the time being.

Thus, every company or legal entity incorporated under the Companies Law, Cap 113 and any European Public limited liability Company require to maintain adequate information on its beneficial owner(s) in the relevant registry of the Registrar of Companies.

The directive does not apply to the following companies:

  1. Company listed on a regulated market that is subject to disclose requirements consistent with Union Law;
  2. Companies whose directors already submitted an application for strike off before the commencement of the Directive;
  3. Companies whose liquidation has been enacted before the commencement of the Directive; and
  4. Overseas companies.

The company will be able to submit the details of the beneficial owner by obtaining access and use of the e-filling system, so called "Ariadni". Our firm will organize each of the legal entities affected by the implementation of the UBO Register to obtain such access in order to make sure that the submission will be effected on time.

The following information must be filed with the UBO Register for each natural person:

  • Full Name (Name and Surname);
  • Date of birth;
  • Nationality;
  • Residential Address;
  • Nature and extent of the beneficial interest held;
  • Identification card number or Passport number (for Cypriot residents' identity card number will be sufficient);
  • Date on which the natural person became UBO;
  • Date on which any natural person cease to be a UBO.

Applicable time frame of Filings:

  • 6 months from the 16th March 2021 for all legal entities incorporated prior the 16th of March 2021
  • 30 days from the incorporation all legal entities incorporated after the 16th of March 2021

* In case of a change of any information of a filed UBO, such a change should be submitted within 14 days.

At present, during the period of interim solution, there will be no imposition of any penalties.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.