Further to our article dated 29/10/2023, the Registrar of Cyprus Companies and Official Receiver (RoC) has announced the so-called "final solution'' system following the "intermediate solution'' system regarding the UBO register in order to comply with the European directive for the Prevention and combating of the legalization of income from illegal activities of 2021 (Κ.Δ.Π. 112/2021).

On 14th November 2023, the implementation phase of the final solution of the electronic registration system for ultimate beneficial owners has been initiated. Τhe process is expected to be completed in 2024.

How to comply and stages of implementation

Period A: 14/11/2023- 31/12/2023

Any company registered under the Cyprus Companies Law, the European public limited companies, and partnerships (their officers and/ or partners) are required to enter into the final solution system of the RoC and update and/ or re-register the UBOs, regardless of whether they have already done so through the intermediate solution system. For the purpose of registration, an image with the details of the UBO from the Intermediate solution system will be presented. The said period A will be for approximately 6 weeks, and there will be no penalties for the said period.

For Period A as well as the following periods, there will be the possibility to:

  • Exercise due diligence;
  • Apply for exception for information disclosure;
  • Request for access to the data of minors;
  • Organizations that are listed on a regulated market, which is subject to disclosure requirements under the European Union Legislation, will be able to request exemption;
  • Organizations subject to equivalent international standards that ensure adequate transparency of proprietary information will be able to request exemption;
  • The obliged entities and the competent and supervisory authorities will be able to carry out an electronic search in the UBOs' register on their own.

It is important to mention that organizations that have submitted all the required information during the intermediate solution are required to do so in the final solution as well. The same applies to organizations that will have to request for exemption from the final solution; either they are listed on a regulated market, which is subject to disclosure requirements under European Union Legislation, or they are Organizations subject to equivalent international standards that ensure sufficient transparency of ownership information, are also required to state their exclusion in the final solution.

Period B: 01/01/2024 – 29/02/2024

Any company registered under Cyprus Companies Law, the European public limited companies law, and partnerships law (their officers and/ or partners) that did not enter into the final solution system within period A as described above and update and/ or re-register the UBOs even though they did during the intermediary solution, will be subjected to penalties that will be imposed from 01/01/2024 to the date of registration.

For the required organizations to submit the relevant information into the final solution system, they will first need to pay the imposed penalty without any further penalty imposition.

Period C: 01/03/2024 and so on

Following the successful update of the UBO register in the final solution system as provided by the directive 112/2021 as amended, the following actions will be possible:

  • Updating the Register of UBOs;
  • Confirming the UBOs;
  • Mismatch;
  • Electronic Research in the UBO register;
  • Request for exemption from public disclosure of information;
  • Request for access to minor's data; and
  • Calculations of penalties where applicable.

It is very important to ensure the UBO register is duly completed and submitted on time in order to avoid 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.