by Andria PapageorgiouImportant update on the Cyprus UBO Register
The Department of Registrar of Companies and Intellectual Property has announced that the final electronic system solution of the Register of Beneficial Owners of Companies and other legal entities (UBO Register) is now implemented. The final system solution replaces the existing system, which was implemented with effect as of 12 March 2021 as an interim measure for the collection of information on beneficial owners. Access to the final system solution begins on 14/11/2023. You may access the official announcement of the Registrar (which is in Greek) by clicking here.
PERIOD A: 14/11/2023 – 31/12/2023
All companies established or registered under the Companies Law, Cap. 113, all European Public Limited Liability Companies (SE) and all Cooperatives (hereinafter Organizations) or their officers/partners are invited to enter the final system and proceed with the “Initial Registration”. That is, to update/ re-register their UBOs, even if they have already done so in the interim solution system. During this period there will be no fines imposition.
In effect, this means that all previously inserted UBO-related details into the interim system must be processed again into the final system with the most up-to-date status as of 14/11/2023 and also record any updates thereafter. In order to avoid fines this must be done by 31/12/2023.
Period B: 01/01/2024 – 29/02/2024
Those who have not complied with the updating/ re-registration of their UBOs into the final system during Period A, will be subject to a fine. The fine will be calculated daily from 01/01/2024 until the date of submission (* see fines note below). After the resulting fine is paid, they will then be able to proceed with registration and/or suspension and/or change without any further financial burden.
*Fines: By failing to comply, the legal entity and potentially each of its officers shall be subject to a fine of €200 and a further daily fine of €100 until the date of compliance, with a maximum charge of €20,000. Further, there could be a criminal liability or prosecution of any person failing to comply.
Period C: 01/03/2024 onwards
During this period, all actions based on the relevant Directive (K.D.P. 112/2021, as amended) will be available as below:
• Updating the Register of Beneficial Beneficiaries
• Confirmation of Beneficial Beneficiaries
• Mismatch
• Electronic Research in the Register of Beneficial Beneficiaries
• Request for exemption from disclosure of information
• Request for access to the details of a minor
• Calculations of monetary charges where applicable
In case you have any questions, please do not hesitate to contact us for further professional assistance.
Disclaimer: The information contained in this article is provided for informational purposes only, and should not be construed as legal advice on any matter. Andria Papageorgiou Law Firm is not responsible for any actions (or lack thereof) taken as a result of relying on or in any way using information contained in this article and in no event shall be liable for any damages resulting from reliance on or use of this information.
by Andria PapageorgiouOpinion on the product intervention measures on CFDs and other high-risk products proposed by the Spanish CNMV
This article is about the Opinion of the European Securities and Markets Authority (“ESMA”) on the adoption of additional product intervention measures on Financial Contracts for Difference (“CFDs”) and other high-risk products by the Spanish Comisión Nacional del Mercado de Valores (the “CNMV”) issued on the 11th of July 2023 (the “ESMA’s Opinion”).
- Background and Rationale:
After the completion of the consultation process that the CNMV launched in November 2022 with respect to its intention to introduce additional restrictive measures on the trading of CFDs, the CNMV notified ESMA in May 2023 of its decision to ultimately proceed with the adoption of additional restrictive measures on the trading of both CFDs and certain futures and options (the “High-Risk Products”) in pursuance to its mandate under the Regulation (EU) 600/214 on markets in financial instruments (the “MiFIR”).
The CNMV’s decision, as summarised in ESMA’s Opinion has been based on a multi-faced spectrum of considerations, as outlined below:
- Significant investor protection concerns;
- Degree of complexity, transparency, and the specific features of CFDs and other High-Risk Products;
- Size of potential detrimental consequences and the degree of disparity between the expected return and the risk of loss;
- Selling practices associated with CFDs and other High-Risk Products; and
- Existing EU regulatory requirements did not sufficiently address the risks.
A. Restrictions applying to CFDs:
As far as concerns CFDs, the additional restrictive measures will prohibit their marketing, distribution, sale, and related services by means of advertising communications aimed at retail investors in Spain. More specifically:
I. Prohibition of certain marketing communications, including, inter alia, the following:
- Redirecting to a website that offers CFDs or related services;
- Sending of a contact form, an application download, or any other kind of tool intended to put the client in touch with investment service providers that offer CFDs or related services; and
- Offering of training, technical seminars, courses or sessions whenever such offers are related to CFDs or related services, including training demo accounts or tools for retail investors or which encourage using these, whenever such offers are free or have a token charge, either if they are promoted or held by the regulated entities or by related or affiliated parties.
Exclusions to the prohibition on marketing communications will be applicable when:
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- The provision of information related to CFDs is made in response to a request made upon the sole initiative of the client; and
- The provision of the following kind of information:
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- the one required to contract CFDs or related services that are subject to the measures;
- to perform a transaction regarding CFDs, such as the precontractual and contractual information; and
- the information or warnings regarding the characteristics and risks of CFDs or related services offered that are provided to investors.
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II. Prohibition of any event or organisation sponsorship operation and brand advertising, including:
- the use of public figures, whenever their purpose or effect is to directly or indirectly advertise CFDs or related services; and
- the cases where such sponsorship or brand advertising does not intend to offer such products or services, in particular, when such products or services only account for a small part of the offers on the website of the firm when compared with its general activity.
III. Prohibition of certain marketing practices, including:
- Rewards to customers who provide new retail customers;
- Remuneration to marketing networks or to third parties of which their remuneration is determined based on the number of clients acquired, the cash deposits by clients, the deposits by the entity providing the investment service, or the losses by clients and, in general, any type of remuneration that may come into conflict with the interests of the clients;
- The use and remuneration of collaborators to train new potential clients without these clients having accredited knowledge and experience;
- The use of call centers which contact clients or possible clients to promote the provision of investment services regarding the instruments that are subject to the restriction;
- The use of software in which the remuneration of the software providers is determined based on the cash deposits of clients, or deposits of the distributor or losses of clients;
- The acceptance of credit card payments for cash deposits.
C. Restrictions applying to other High-Risk Products:
As far as concerns other High-Risk Products, the additional restrictive measures subject the marketing, distribution and sale to Retail Clients of other High-Risk Products to the following conditions:
- The provider of the instrument provides initial margin protection by requiring the customer to pay the initial margin; and
- The provider of the instrument will provide margin close-out protection to the Retail Client.
D. ESMA’s conclusions:
ESMA concluded that the CNMV’s proposed national measures are justified and proportionate and encourage national competent authorities (the “NCAs”) to monitor the marketing, sale, and distribution of CFDs and the impact of other High-Risk Products in their national markets to assess whether similar risks for retail investors as those identified by the CNMV exist.
E. CySEC Circular C602:
Further to all of the above, CySEC issued Circular C602 on the 12th of October 2023, for the purposes of informing Cyprus Investment Firms (the “CIFs”) in relation to the Resolution of the CNMV on product intervention measures relating to CFDs and other leveraged products to retail investors in Spain and the corresponding Press Release that were issued during July 2023.
As already mentioned above, the said Resolution forbids the advertisement of CFDs and other leveraged instruments to retail investors as well as certain remuneration policies and sales techniques and establishes intervention measures for the marketing, sale, and distribution to retailers of other leveraged instruments. It is noted that the relevant measures are applicable from the 3rd of August 2023 to all entities authorized to provide investment services in Spain regardless of the origin of the investment firm marketing and distributing such products, or whether there is not a branch in Spain (i.e. including entities under the freedom to provide services without an establishment).
In view of the above, all CIFs that are marketing, distributing, and selling CFDs and other leveraged products to retail investors in Spain are urged by CySEC to take all the appropriate steps and measures in order to ensure their adherence to the CNMV’s Resolution.
In case you have any questions, please do not hesitate to contact us for further professional assistance.
Disclaimer: The information contained in this article is provided for informational purposes only, and should not be construed as legal advice on any matter. Andria Papageorgiou Law Firm is not responsible for any actions (or lack thereof) taken as a result of relying on or in any way using information contained in this article and in no event shall be liable for any damages resulting from reliance on or use of this information.
by Andria PapageorgiouBenefits of doing business in Cyprus in 2021
A. Introduction
Cyprus has a modern, free-market, service-based economy giving international investors and domestic businesses confidence to invest, grow and prosper. The tertiary sector of services is considered the backbone of the Cyprus economy and with a high income per capita, the consumer market is particularly strong.
B. Reasons why Cyprus is one of the best options for your business
- Many Investment Opportunities
Cyprus offers many investment opportunities.It is one of the most touristic countries in the Mediterranean and Europe as a whole; it is one of the global shipping powers; it has a thriving real estate business, and its financial business still has a ton of room to grow.There are also other opportunities in gas, agricultural and fishing. - Entryway To Europe
Cyprus is a popular destination for businesses that are starting to operate in Europe. In a continent where there’s so much fiscal and bureaucratic pressure, Cyprus is a breeze of fresh air.Starting and running a business is simple. If you wish to start a financial business, financial licenses in Cyprus are reputable offering peace of mind for investors and have passporting rights.It means you can choose Cyprus as your European headquarters to operate your business without any additional licensing requirements for other EU members or needing to establish branches or offices. - Cyprus Is Business Friendly
The government took many business initiatives. For example, it introduced many tax incentives, opened the country to investors, established an attractive non-dom status for foreigners and provided tax credits for fund managers.It also created citizenship and residency by investment programs, and reformed banking laws so that banks could securitize loans, reducing their NPL exponentially. - Bilingual Population And Workforce
More than 70 % of the Cypriot population speaks English, and the island has a well-established expat community.More than half of the Cypriot residents hold tertiary qualifications as well. This means the island has an apt public sector and top-notch service providers of all kinds (accounting, legal services, tax planning, and more) that can help you start operating in Cyprus. - Quality Low Cost Of Living Environment
When compared to the services and easy life offered by the country, its cost of living is among the lowest in the European Union.The country has a modern infrastructure with great telecommunications. All this led to Cyprus being named the 5th best relocation destination in the world by a Knight Frank report, one of the world’s leading real estate consultants.This is why the country has the second-highest percentage of foreigners in the EU, with almost 20%.
C. Benefits of doing business in Cyprus
Our Clients looking to set up a business in Cyprus will enjoy a fast, stress-free and cost effective process because:
- A Cyprus Limited Liability Company can be 100% foreign owned and required only 1 shareholder and director of any nationality who can either be an individual or a corporate entity and must not be resident in Cyprus; It would be worth mentioning that all shareholders and director’s details of a Cyprus company are available for public viewing on the Cyprus Department of Registrar of Companies website; which may not be ideal for foreign investors seeking anonymity;
- The share capital of the company does not have to be fully paid in cash at the time of incorporation. You can pay it up later at any stage.
- Foreign owned companies are permitted to invest in every business sector in Cyprus without any restrictions or stringent licensing requirements except for a few regulated sectors such as banking and financial services and media;
- Using our Law Firm, our Client can obtain a Cyprus company registration number and tax number and commence the operations in Cyprus within a period of 2 weeks;
- Following business registration, our Law Firm can open a corporate bank account with one of the leading banks in Cyprus, including Bank of Cyprus and Hellenic Bank without our Client traveling to Cyprus;
- You can open a bank account for a Cyprus company in any country you want;
- Entrepreneurs registering business in Cyprus will enjoy considerably lower administrative and operational costs compared to most of other countries in the EU region.
Our Client doing business in Cyprus will benefit from various tax incentives including:
- The standard corporate tax rate in Cyprus is 12.5%, which is one of the lowest corporate tax rates in Europe, if generated within Cyprus, otherwise its corporate tax is 0%. Cyprus is a low tax jurisdiction not a Tax Haven.. Additionally, the government does not impose any capital gains tax; For a company to tax advantage of the multiple Cyprus’ tax treaties and the 12.5% corporate tax rate, a company is required to appoint at least one director who must be resident in Cyprus;
- A Cyprus holding company enjoys exemption from withholding taxes on dividends paid to a resident company whether they are received from a foreign company or another Cyprus resident company;
- Local companies will benefit from a wide network of double taxation treaties. The government of Cyprus had signed over 55 DTAs with at least 47 countries, including China, India, Ireland, Singapore, the United Kingdom and the United States;
- Companies will enjoy exemption from corporate income tax on income sourced from operations abroad as well as exemption from capital gains tax and estate duty on income from immovable property outside Cyprus.
Other advantages prompting foreign entrepreneurs and investor to consider doing business in Cyprus include:
- Up to 80% of income generated by Cypriot companies engaged in activities related to Intellectual Property (IP) is exempt from taxes; only 20% of the total profits is liable for taxes;
- Although seen as a safe haven for taxes, Cyprus is listed on the OECD ‘white list’ of global jurisdictions that are fully compliant with the international standards of tax;
- Tax resident companies can carry forward their tax losses incurred within a fiscal year for the subsequent 5 years and the same can be offset against the taxable income;;
- As a member of the European Union, Cyprus enjoys all the benefits of the EU regulations and treaties including, and particularly, the free movement of capital within and outside the EU region.
Cyprus laws are investor friendly due to the reasons given below:
- An opportunity to acquire Cyprus citizenship is offered to all the investors in Cyprus. A Cyprus citizenship has all the benefits that an EU citizenship has, i.e. the right to live, work, and move freely within the entire EU area; In October 2020, the Cypriot government abolished its golden visa program for wealthy investors. Therefore, the foreign investors cannot currently acquire citizenship by investment, but there are other options we could discuss and advise you further.
- Incorporation of a Cyprus company gives the right to the Real Owner and his family members to a long stay visa for two years (renewable) and work permit. In 7 years to a Cyprus, they can apply for a Cyprus citizenship and get an EU passport;
- A Cyprus company can be re-domiciled abroad to any other country;
- Cypriot laws allow the investor to retain their anonymity and hold their property under an international trust; 100% tax exemption on inward and outward dividends.
D. Conclusion
Cyprus is an ideal location for establishing a regional headquarters for a company with a global presence. Located int eh easter Mediterranean between Europe, Middle East and North Africa, Cyprus is an optimum jurisdiction to centralise and coordinate a company’s intercontinental operations;
Additionally, for Clients looking to establish abroad to minimise tax implications, Cyprus is a good choice of jurisdiction for legal tax optimisation;
Cyprus is an attractive place for new entrepreneurs aiming to engage in young and innovative businesses. These innovative start-up companies are provided with numerous tax benefits including a deduction of the qualified expenditure incurred from the investor’s taxable income of up to 50% of the taxable income or €150,000, whichever is lesser.
If you need to settle in Cyprus, you will enjoy a beautiful country with a mild climate, no crime rate, hospitable population, plenty of human recourses for your needs, a fantastic cuisine and tasty fruits and vegetables.
E. AP Law Firm
Andria Papageorgiou Law Firm can assist you with any matter relevant to the below:
- Corporate and Commercial;
- Employment;
- Immigration;
- Real Estate;
- Intellectual Property;
- Data Protection;
- Banking and Finance;
- Regulatory and Licensing Advisory
Should you have any further questions, please do not hesitate to contact us at [email protected].
Disclaimer: The information contained in this article is provided for informational purposes only, and should not be construed as legal advice on any matter. Andria Papageorgiou Law Firm is not responsible for any actions (or lack thereof) taken as a result of relying on or in any way using information contained in this article and in no event shall be liable for any damages resulting from reliance on or use of this information.