Cyprus Beneficial Ownership register

Introduction

On 18.02.2021 the law amending the Prevention and Suppression of Money laundering and Terrorist Financing Law 188 (2007 (the “AML Law”) fully implementing the EU Directive 2018 843 of the European Parliament and of the Council of 30 May 2018, (the “AML Directive”) was enacted.

Among others, the amended AML law provides that the following registers as to ultimate beneficial owners must be established:

  • Beneficial Ownership Register for Cyprus Companies and other Cyprus Legal Entities kept by the Cyprus Registrar of Companies (“ROC”);
  • Beneficial Ownership Register for Cyprus Trusts, Cyprus Foundations and other similar arrangements kept by the Cyprus Securities and Exchange Commission (“CySEC”); and
  • Beneficial Ownership Register for Other Legal Bodies (such as. clubs, unions, etc.) kept by the Cyprus General Commissioner.

Beneficial ownership register for companies and other legal entities:

As from 12th March 2022, all Cyprus companies and other Cyprus Legal Entities must collect all of the relevant information regarding their beneficial owner(s) and must submit the said information on the ROC’s online portal (known as “ARIADNI”) which has been created for this purpose.

Excluded entities

The obligation to report applies to Cyprus Companies incorporated and/or registered under the Cyprus Companies Law Cap.113 (as subsequently amended) as well as European Public Limited Liability Companies.

The following entities do not have the obligation to report:

  • Companies listed on a regulated market that is subject to disclosure requirements consistent with EU law;
  • Overseas companies (including Overseas Companies Branches registered in the Republic of Cyprus)

Definition of “beneficial owner”

Beneficial Owner of a company and/or other entity is defined as the natural person who ultimately owns or controls the company, directly or indirectly.

  • Direct Ownership may be indicated by shareholding of 25% + 1 share or an ownership interest of more than 25% in the Entity.
  • Indirect Ownership may be indicated by a shareholding of 25% + 1 share or an ownership interest of more than 25% in the Entity held by a corporate entity, which is under the control of a physical person(s), or by multiple corporate entities, which are under the control of the same physical person(s) or through a nominee shareholder (whether physical or corporate) or other legal arrangements.

In determining control the following should also be taken into account:

  • the specific rights attached to the ownership interest (i.e., voting; rights)
  • shareholders agreements;
  • the members who exercise dominant influence on the Company, or the persons who have the right to remove or appoint a majority of the management and administration of the Company.

In case no natural persons are identified or can be identified as the beneficial owners (i.e. in cases where there is no person holding more than 25% interest in the company) of the Cyprus Company and after having exhausted all possible means and given that there are no grounds for suspecting who the beneficial owner might be , then the details of the senior managing official(s) of the Company i.e. the Board of Directors and/or other managerial body must be reported as the beneficial owner of the Company.

Information to be reported in respect of beneficial owners who are natural persons

  • Name
  • Surname
  • Date of Birth
  • Nationality
  • Current residential address
  • Type of Identification document (i.e., Passport or ID)
  • Identification Document Number
  • Identification Document Country of Issuance
  • Nature and extent of the beneficial interest held i.e.:
    1. Direct or indirect?
    2. Through percentage of shares or voting rights?
    3. Nature and extent of the significant influence or control with other means?
  • Date on which the natural person became a beneficial owner
  • Date on which there were changes in the particulars of the natural person
  • Date on which the natural person ceased to be a beneficial owner

Beneficial owner information to be reported when the structure of an entity leads to trusts / foundations / other similar legal arrangements / listed companies

  • In cases where the shareholding structure of a Cyprus Entity leads to Trusts / Foundations / other similar Legal Arrangements or listed companies as beneficial owner(s), the information to be submitted in the UBO Register is the following:
  • Name of Trust / Foundation / other similar Legal Arrangement / Listed Company;
  • Registration Number;
  • Business Address;
  • Nature and extent of the beneficial interest held i.e.:
  • Direct or indirect?
  • Through percentage of shares or voting rights?
  • Nature and extent of the significant influence or control with other means?
  • Date on which the Trust / Foundation / other similar Legal Arrangement / Listed Company became a beneficial owner;
  • Date on which there were changes in the particulars of the Trust / Foundation / other similar Legal Arrangement / Listed Company; and
  • Date on which the Trust / Foundation / other similar Legal Arrangement / Listed Company ceased to be a beneficial owner.

Obligation to report

In accordance with Article 4(2) of the AML Law, the officers of the company (i.e., the Directors and the Company Secretary) have the obligation to collect the necessary information and maintain/update the beneficial ownership information at the company’s registered office.

In accordance with Article 5(1) – 5(5) of the AML Law, if any of the required information is not known to the Company and/or to its officers, then a signed request letter should be sent to the natural person whom the Company has reasonable grounds to believe that is the beneficial owner of the Company, requesting him or her to confirm and verify the information needed in accordance pursuant to Article 4(1) of the AML Law.

How can we help

We can assist with:

  • Registration of your Company with the online portal (ARIADNI) which is a pre-requisite to the submission of the beneficial owner data;
  • Perform UBO Assessments in order to collect all relevant beneficial owner information of your Company;
  • Submit all relevant beneficial owner information with the online portal for and on behalf of your Company;
  • Advice in respect of any restructuring of your Company.