The UBO Registry Explained
In line with an ongoing global effort aimed at preventing money laundering and terrorist financing, the Government of Cyprus has complied with its legal obligation to transpose the 5th EU Anti-Money Laundering Directive (“AMLD”) at a national level by authorising the implementation of a central registry of ultimate beneficial owners (“UBO”) of companies and any other legal entities incorporated in the Republic of Cyprus (collectively the “Cyprus Entities” and each a “Cyprus Entity”). This registry is set to contain information on the natural persons who ultimately own or control a Cyprus Entity.
The Registrar of Companies and Official Receiver in Cyprus (the “ROC”) is appointed as the competent authority for maintaining a central Registry of Beneficial Owners (“UBO Register”) of the Cyprus Entities.
The ROC announced that the date that the information collection shall commence would be the 18th January 2021 (later postponed to 16th March 2021). As from the later date, a period of 12 months (i.e. up until the deadline of 16th March 2022) shall be given to Cyprus Entities to submit their UBO’s data onto the system.
As per the definition in the Prevention and Suppression of Money Laundering Activities Laws of 2017-2021 (the “Law”), a UBO is defined as the natural person(s) who ultimately owns or controls a Cyprus Entity as follows:
- Any physical person who ultimately owns or controls a Cyprus Entity through direct or indirect shareholding of 25% plus one share; or
- A shareholding of 25% plus one share or an ownership interest of more than 25% in the customer held by a corporate entity, which is under the control of a natural person(s), or by multiple corporate entities.
The information required of each UBO which must be kept up to date and filed in the UBO Register that is maintained by the ROC is name, surname, date of birth, nationality, residential address, nature and extent of beneficial interest, date when he/she became a UBO, identification document number indicating the type of document and the country of issuance.
There are certain exemptions in the Law:
- are registered in a regulated market and that are subject to notification requirements set by EU laws;
- are subject to international registries that secure transparency of property information;
- are in the process of liquidation or strike-off that was submitted before 16th March 2021.
The information of the UBO Register will initially be accessible only by the competent supervisory authorities/regulators, such as the Police, Tax authorities, the Customs Department, the Cyprus Bar Association, the Central Bank, the Cyprus Securities and Exchange Commission etc.
With respect to the Trusts (Express or Constructive) and other types of legal arrangements, the UBO Register will be maintained by CySEC.
Filing of the UBO information with the UBO Registry will be performed by entering the required information for each UBO through an online portal. In order to be able to use the e-filing system, the Cyprus entities must first obtain access through the government gateway portal called “ARIADNI”.
The implementation of these requirements/regulations across Europe is a sign that the EU is aiming to create a trustworthy business environment on which businesses can rely on and can instil confidence even further for productive business activity.
Our team at Clerides Anastasiou Neopyhtou will be happy to provide you with any assistance you require.