Cyprus is undergoing major changes that will make the jurisdiction less attractive to the individuals who particularly value their privacy

1. Background

In the implementation of some EU Directives, aimed at the increase of transparency of the enterprises, Cyprus adopted legislation regarding the disclosure of ultimate beneficial owners (UBO) through special public registers.

2. What is UBO?

Beneficial owner” means any natural person who ultimately owns or controls the customer and/or the natural person on whose behalf a transaction or activity is being conducted and includes at least:

a) the natural person who ultimately owns or controls a corporate entity through direct or indirect ownership of a sufficient percentage of the shares or voting rights or ownership interest in that corporate entity, including through bearer shareholdings, or through control via other means.

Provided that –

– an indication of direct shareholding shall be a shareholding of 25% plus one share or an ownership interest of more than 25% in the customer held by a natural person; and

– an indication of indirect ownership shall be 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.

b) the natural person who holds the position of senior managing official if, after having exhausted all possible means and provided there are no grounds for suspicion, no person is identified as the UBO, or if there is any doubt that the person identified is the beneficial owner

3. Terms and conditions

Start Date: 16 March 2021

Deadline to register and file the data – 16 September 2021 (may be extended to 12 March 2022)

Entities obliged to submit information:

  • Companies incorporated or registered under the Companies Law Cap.113
  • European Public limited liability Companies

Who is liable to file the information? The Entity itself and its officials

Annual Filing: from 1st to 31st December of each calendar year, the Entity must confirm its beneficial owners.

4. Information to be disclosed

  • Name, surname, date of birth, nationality and residential address of the UBO
  • 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
  • Identification document number indicating the type of document and the country of document issuance (Identity card or passport).
  • Date on which the natural person was entered in the register as beneficial owner
  • Date on there were changes in the particulars of the natural person or the date on which the natural person ceased to be a beneficial owner.

If the structure leads to a trust, foundation, listed company or other similar legal arrangements, then only the data of the trust /foundation/ listed company or other legal arrangement will be filed which means that the procedure of the UBO disclosure terminates at this level thus no natural person will be disclosed.

5. Who has access to the registers and the disclosed information?

For the interim solution, access to the information will be only granted to Competent Cyprus Authorities (Cyprus Bar Association, Cyprus Securities and Exchange Commission, Institute of Certified Public Accountants of Cyprus, Central Bank, Unit for Combating Money Laundering, Customs & Excise Department, Police, Tax Department). These authorities have already been granted access to the Register!

Foreign authorities don’t have access, however they can possibly be provided with some information by requesting it through Cyprus Authorities (there is no guarantee that Cyprus won’t give it to them).

Later, the registers will become fully public and anyone will be able to get access to the name, month and year of birth, nationality and country of residence of the beneficial owner, as well as the nature and extent of the beneficial interest held, following payment of €3,50€ fee.

Автори: Evgeniy Stolyarchuk, Pavlo Khoma