March 12, 2022 is the last date when companies or other legal entities incorporated in Cyprus before March 12, 2021 must report their beneficial owners. According to the Circular issued on January 25, 2022 by the Registrar of Companies, in the event of failure to comply with any of the obligations, the company or any other legal entity and its officers are subject to a monetary penalty of €200 (two hundred euros) and an additional fine of €100 (one hundred euros) for each day the violation continues, with a maximum total fine of €20,000 (twenty thousand euros).
Data to be disclosed:
- Name, surname, date of birth, nationality and residential address;
- The nature and extent of the beneficial interest held directly or indirectly by each UBO, including through percentage of shares, voting rights, or the nature and extent of significant influence or control through other means exercised by each controlling person;
- Identity card data for Cypriot citizens and passport data for foreigners;
- The date the person was entered on the register as a UBO;
- The date on which the details of the person were changed or the date on which the person ceased to be the beneficial owner;
- Responsibility for the reliability and correctness of the provision of information about the beneficial owner(s) lies with the company itself or other legal entity and its officials. The directors of the Company are personally responsible for the disclosure of this information.
For an interim solution, the data provided by the ROC will only be available to the Competent Supervisory Authorities, the FIU, the Customs Service, the Tax Service and the Police after a written letter to the Registrar.
Who can be called the ultimate beneficial owner?
Under the Law, an ultimate beneficial owner (UBO) is defined as any natural person who ultimately owns or controls a customer and/or the natural person on whose behalf a transaction or activity is carried out, and includes, at least in the case of:
- Legal entities:
An individual who ultimately owns or controls a legal entity through direct or indirect ownership of a sufficient percentage of the shares or voting rights or interests in that legal entity.
An indication of direct share ownership is 25% plus one share or an ownership interest of more than 25% in a customer held by an individual. 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, which are under the control of the same natural person(s), shall be an indication of indirect ownership.
If, after exhausting all possible means, no other person has been identified, or if there is doubt that the identified person is the beneficial owner, the natural person holding the position of senior management officer.
Please note that in cases where the company’s shareholder structure leads to another legal entity (excluding trusts, funds, other similar legal arrangements or listed companies), the UBO is the individual who owns the legal entity in accordance with the above rules. . - Trusts:
The settlor, trustee, protector (if any), beneficiary or category of persons for whose benefit the legal arrangement or organization is created or operates, as well as any other natural person exercising ultimate control over the trust through direct or indirect ownership or other means. - Legal entities such as foundations and legal arrangements such as trusts:
An individual holding equivalent or similar positions to the person named in the case of trusts.
The above is for informative purposes only. Further professional advice should be sought for each particular case. Our firm does not accept any responsibility for any loss or damage occurring by acting on the basis of this information.