The Cyprus Anti Money Laundering Law 188(I)/2007 has been recently amended for the purposes of introducing into local law the provisions of the 5th AML Directive 2018/843.
The Law provides, inter alia, for the establishment of two central registers of beneficial owners (“BOs”), one with regards to BOs of companies and other legal entities (the “Companies Central BO Register”) and one with regards to BOs of express trusts or similar legal arrangements (the “Trusts Central BO Register”).
The Companies Central BO Register will be kept by the Registrar of Companies and the Trusts Central BO Register will be kept by Cyprus Securities and Exchange Commission.
What is the amendment about?
Cyprus registered Companies and their officers have an obligation to obtain and hold at the registered office and to file information about the companies’ BOs to the Companies Central BO Register within the next 6 months.
Any Cyprus companies whose holding structure leads to trusts, foundations, other similar arrangements or listed companies will only file the name and other limited information about the trust, foundation or listed company.
During the transitional period, only competent authorities will have access to the register, on the basis of written requests (no electronic search facility).
Information to be registered.
Every company and its officers (including directors and secretary) must obtain and keep at the registered office adequate and current information about their BOs i.e. effectively individuals i.e. natural persons who directly or indirectly have an interest in 25% plus one share of the issued share capital of the company or if no such person is identified, the senior management official. Every company and its officers must submit electronically the following information to the Companies Central BO Register:
When business owner is a natural person.
Name, surname, date of birth, nationality and residential address and identity card or passport. Nature and extent of the beneficial interest held directly or indirectly by each beneficial owner, including through percentage of shares, voting rights, or the nature and extent of the significant influence or control with other means exercised by each controlling person.
Where the structure leads to a Trust, Foundation, Listed company.
Name of Trust (or Foundation or other similar legal arrangement or Listed company), registration number (if any), country of jurisdiction and business address (not applicable to Trust). Nature and extent of the beneficial interest held directly or indirectly by the Trust, Foundation or other similar legal arrangement or Listed company (as above).
Where no BO is identified
In case where no natural person is identified as the beneficial owner based on the ownership rights or when there is doubt that the person identified is the beneficial owner, the details of the senior management official must be submitted, indicating whether the person is a director of the company or whether it holds another position, by declaring that position. In this case, the nature and extent of the beneficial interest is not submitted.
When to register?
Every company and its officers must electronically submit the above information to the Companies Central BO Register not later than 6 months from the date of launch of the Companies Central BO Register (which as per the announcement of the Registrar of Companies commences from 16th March 2021).
For companies incorporated on or after the 12th March 2021, filing of the above information to the Companies Central BO Register must be completed within 30 days from incorporation.
Companies and their officers must file any changes to their BOs to the Companies Central BO Register within 14 days from the date when they came to know of such change.
Companies and their officers must confirm annually (during the period of 1st December to 31st December of each year) to the Registrar of Companies the information registered for their BOs.