Cyprus UBO Registry & Beneficial Ownership Compliance

A beneficial owner is the natural person who ultimately owns or controls the company. Indicators include direct or indirect ownership of 25% plus one share, control of more than 25% of voting rights, or significant influence or control through other means. Where no natural person can be identified after all possible means have been exhausted and there are no grounds for suspicion or doubt, the relevant Senior Management Official(s) may need to be reported.

Companies incorporated or registered under the Cyprus Companies Law, Cap. 113, European Public Limited Companies (SEs) and partnerships fall within the beneficial ownership reporting framework, subject to applicable exemptions and specific rules. The entity and its officers are responsible for keeping the required information accurate and up to date.

The Register requires identifying and ownership/control information, including the individual’s name, surname, date of birth, nationality, residential address, identification or passport details, and the nature and extent of the ownership or control. Relevant dates relating to becoming, changing or ceasing to be a beneficial owner must also be recorded. Additional information may be required where the ownership chain includes legal entities, trusts or similar arrangements.

A new company or other legal entity must file the required beneficial ownership information electronically no later than 90 days from the date of incorporation or registration.

Where beneficial ownership information changes, the entity must update the Register within 45 days from the date the change is brought to its attention. This can include a new beneficial owner or a change to the details of an existing beneficial owner.

Between 1 October and 31 December each calendar year, entities within scope must electronically confirm their Beneficial Owner, Senior Management Official or due diligence information, as applicable. If an initial registration, amendment or other relevant UBO action is required during the confirmation period, that action should be completed first and the annual confirmation should then be completed by 31 December.

Current Registrar guidance provides for a fine of €100 for the first day of non-compliance and a further €50 for each subsequent day, up to a maximum total fine of €5,000. Directors or managers can also have liability in relation to the fine, subject to the applicable due-diligence provisions.

General public access to the Beneficial Ownership Register is currently suspended. Competent and supervisory authorities retain access, while obliged entities may obtain access for due-diligence purposes through the applicable Registrar process.

Ownership percentage is only one part of the analysis. The company must also consider voting rights and control through other means. If no natural person can be identified as the beneficial owner after all possible means have been exhausted and there are no grounds for suspicion or doubt, the natural person or persons holding the relevant Senior Management Official position may need to be reported.

Yes. IBCCS TAX can review the ownership and control structure, help identify the information that should be prepared, support initial registration, changes and annual confirmation, and coordinate the UBO process with wider company administration. The precise scope depends on the entity and our role in relation to it.

Individuals:

• Name, surname, date of birth, nationality and residential address;
• 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 the significant influence or control with other means exercised by each controlling person;
• ID details for Cypriot national and passport details for foreigners;
• Date on which the person was entered in the register as UBO;
• Date on there were changes in the particulars of the person or the date on which the person ceased to be a beneficial owner.

Companies/Trusts/other similar legal arrangements:

• Name;
• Registration number (if any);
• Country of Jurisdiction;
• Business address (not applicable to trust);
• 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;
• Date on which the entity was entered in the register as beneficial owner;
• Date on which there were changes in the particulars of the entity or the date on which it ceased to be a beneficial owner for UBO register purposes.