The Department of the Registrar of Companies and Intellectual Property (DRCIP) has issued a new notification concerning the Beneficial Owners Register (BOR). This notification introduces specific obligations for all companies established or registered under the Companies Law, Cap. 113, all European Public Limited Liability Companies (SE), and all Cooperatives (collectively referred to as "Organizations").
These developments form part of Cyprus' broader commitment to combating money laundering and terrorist financing, in line with both the EU Anti-Money Laundering Directives (AMLDs) and the Prevention and Suppression of Money Laundering and Terrorist Financing Law of 2007 (L.188(I)/2007, as amended).
Key Obligation – Confirmation of Beneficial Owner Data
All Organizations are required to access the Beneficial Owners Register (BOR) system between
1 October 2025 and 31 December 2025 and complete the action of confirming the details of:
- Beneficial Owners (UBOs),
- Senior Management, or
- Due Diligence information (as applicable in each case).
This confirmation must be performed once during the period 1 October to 31 December 2025.
If, during this period, an initial registration, change, or any other action regarding UBOs, senior management, or due diligence occurs, the relevant action must be completed first. Following that, confirmation of the updated data must also be submitted by 31 December 2025.
Penalties for Non-Compliance
Failure to complete the confirmation process by 31 December 2025 irrespective of any potential criminal liability or prosecution will result in financial charges:
- €100 on the first day of non-compliance
- €50 for each subsequent day of continued violation
- Maximum cumulative penalty: €5,000
These penalties are imposed on the company or legal entity itself.
What This Means for Your Business
- Review your company's UBO and management information ahead of the October 2025 window.
- Prepare to submit the confirmation online within the designated window.
- Consider engaging with legal or compliance professionals to ensure a smooth, accurate, and penalty-free submission.
Who is Considered a UBO under Cyprus AML Law?
The definition of a UBO (Ultimate Beneficial Owner) is derived from both the Cyprus AML Law and the EU's 4th, 5th and 6th AML Directives. A UBO is the natural person(s) who ultimately owns or controls an entity through direct or indirect ownership.
In practice, a UBO is:
- A natural person holding 25% +1 of the shares or voting rights of a company, whether directly or through ownership in another entity.
- Where no individual is identified, or doubt exists, the natural person(s) exercising control through other means (e.g., shareholder agreements, significant influence over decision-making).
- In the absence of such individuals, senior managing officials are considered as UBOs for reporting purposes.
The identification of UBOs is central to Cyprus' AML compliance framework, as it enables regulators and authorities to look through complex ownership structures and determine who ultimately benefits from or controls/has dominant influence over the legal entity.
The Role of Due Diligence in Identifying UBOs
The requirement to confirm UBO data is closely tied to the principle of Customer Due Diligence (CDD) under Cyprus AML regulations. Organizations, as well as professional service providers such as lawyers, accountants, and corporate administrators, are obliged to:
- Verify the identity of UBOs using reliable and independent documentation (e.g., valid passports, share certificates, trust deeds).
- Understand the ownership and control structure of their clients, especially when trusts or multi-layered corporate entities are involved.
- Assess the purpose and intended nature of the business relationship.
- Conduct ongoing monitoring to ensure that beneficial ownership records are accurate and current.
Due diligence is not a one-off exercise. The annual confirmation process (every October–December) complements these AML obligations by ensuring that the official Beneficial Owner Register mirrors the entity's internal due diligence records.
How Legal and Compliance Advisors Can Assist
The complexity of identifying UBOs increases significantly where ownership chains involve multiple jurisdictions, trusts, nominee shareholders, or layered holding structures. When assessing whether an individual qualifies as a Ultimate Beneficial Owner (UBO) under Cyprus law and the EU Anti-Money Laundering Directives, the calculation is not limited to direct shareholding alone. Both direct and indirect ownership interests must be considered, and where multiple ownership interests exist through different entities or chains, these are aggregated to determine the total percentage of control. This is where legal firms provide critical support.
Advisors can:
- Map complex ownership structures and assess whether individuals meet the 25% +1 threshold.
- Identify indirect control mechanisms (e.g., veto rights, board influence, informal control).
- Provide guidance on intricate ownership scenarios (e.g., joint ventures, family businesses, private equity arrangements).
- Carry out enhanced due diligence, especially in high-risk cases involving PEPs or sensitive jurisdictions.
- Facilitate accurate and timely filings with the Registrar, reducing the risk of penalties.
- Support the establishment or continuation of banking relationships, based on fully vetted due diligence and UBO identification.
- Act as a liaison between the Company and the Registrar, ensuring clear communication and resolution of any issues that may arise.
A New Compliance Cycle – Act Early
The 2025 confirmation requirement introduces a new annual compliance cycle for all Cyprus-registered legal entities.
To maintain good standing and avoid fines, it is essential that businesses:
- Ensure their UBO data is complete, accurate, and up to date.
- Confirm the information electronically with the Registrar between 1 October and 31 December 2025.
- Engage with legal and compliance professionals early to prepare for any complexities that may arise.
By acting early and applying robust due diligence practices, organizations can confidently meet their regulatory obligations and maintain full compliance with Cyprus' evolving AML framework. Our team remains committed to delivering accurate, timely and practical guidance, ensuring our clients meet their UBO compliance obligations with confidence.
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.
