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 PapageorgiouRegistration of the Ultimate Beneficial Owner(s) (“UBOs”) to the Registrar of Companies
The Department of the Registrar of Companies and Official Receiver, has been appointed as the Competent Authority for the operation of the Registration of the UBOs of Companies and Other Legal Entities, based on the Prevention and Suppression of Money Laundering Activities and Financing Terrorism Law and similar Directives.
Hence, all registered/incorporate legal entities, have the obligation to submit electronically, the information of their UBOs under the Beneficial Owners Register operated in the Department of the Registrar of Companies and Official Receiver.
The Partnerships who are registered in the Company’s Registrar have also been included in the list of the entities with the above respective obligation.
UBO can be considered as the physical person who owns/control a legal Entity or the physical person to whom an activity or transaction is operated by a third party.
- Direct ownership means a physical person who holds the 25% of shares plus 1 share or shares over 25%
- Indirect ownership means a legal entity/ies who hold on behalf of the physical person/s the 25% of shares plus 1 share or shares over 25%
Based on the above, the Companies and Other Legal Entities (Partnership) incorporated before 12/03/2021, are obligated to submit in Registrar of Companies the information required for the real beneficial owners the latest by 12/03/2022.
The submission must be done electronically by the Company or any other Legal Entity (Partnership) via the Government Gateway Portal (Ariadni), that operates since 16.03.2021 without any fees.
The steps for the electronic submission, that need to be taken, are as follows:
- Each Company or Partnership must create a profile as an Organization in the Government Gateway Portal (Ariadni) https://eservices.cyprus.gov.cy.
- The Identification of the Entity’s / Partnership profile must be done by the physical presence of the Entity’s/Partnership representative at the following authorized centres:
- Unified Service Center (CSR) – 13-15 Andrea Araouzou, 1421 Nicosia
- District Post Offices (KEPO)
- Nicosia – 100 Prodromou, 2063
- Limassol – 16 June 1943 (former Gladstonos) 3022 Paphos –
- Aristotelis Savva 23, 8025
- Larnaca – Vassileos Pavlou Square, 6023
- Citizens’ Service Centers (KEP)
- Nicosia – Georgiou Seferis, 2415 Engomi
- Limassol – Spyrou Araouzou 21, 3036
- Famagusta – Eleftherias 83, 5380 Deryneia
The following companies have an exception from the UBOs registration:
- Companies that are licensed under a Regulated Market and are subject to notification requirements based on the European Union Legislation.
- Companies which are, subject to equivalent international standards that ensure the ownership transparency.
- Companies which submitted to the Registrar of Companies, the application for the deletion of their officers based on the article 327(2A)(a) of the Companies Law before 12/03/2021 or the companies that were without any officers before 12/03/2021.
- Companies to which the liquidation procedure has started before 12/03/2021.
More details in relation to the submission of the Beneficial owner’s information in the Register and its operation can be found at the following links:
- Regulatory Administrative Act No 112/2021
- At the manual for the Interim Solution of the Register of Real Beneficiaries: CLICK HERE
- To the answers on frequently asked questions in relation to the Real Beneficiaries: CLICK HERE
- Το the announcements of the Registrar of Companies.
Based on the above the Ministry of Energy, Commerce and Industry and the Department of the Registrar of Companies and Official Receiver, are inviting you to proceed as soon as possible and before the 12 March 2022, with the submission of the Real Beneficiaries information at the Real Information Register. Please note that no further extension will be given.
During the collection and submission of the Beneficial Owners’ information, no penalties will be imposed against the entities, until 12/03/2022. Any changes as to information of the UBOs should be submitted within 14 days since the day of the information/changes is acknowledged.
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 PapageorgiouCyprus enacts the 5th Anti Money Laundering Directive Introducing Crypto Assets
The enactment of the 5th Anti Money Laundering Directive via amendment of Law 188(I)/2007 constitutes the introduction of mandatory crypto assets regulation in Cyprus. In light of further emerging national and European regulation, a balance should be struck between initiative and consistency.