Beneficial Ownership Register: Filing Obligation For Cyprus Entities

Legal framework of the Beneficial Ownership Register

The legal framework regarding the Beneficial Ownership Register (BO Register) in Cyprus is based on EU Directives aimed at combating money laundering.

• The 4th Anti-Money Laundering Directive requires member states to maintain a central register of beneficial owners for firms, trusts, and legal arrangements.
• The subsequent 5th Anti-Money Laundering Directive amended the 4th Directive, mandating publicly accessible registers of beneficial ownership for companies.

In Cyprus, these directives were implemented through the Prevention and Suppression of Money Laundering Activities Laws, which require companies to submit beneficial owner details on the BO Register to ensure transparency and compliance with these regulations.

The BO Register is a centralized database that holds details about the beneficial owners of entities that fall under the scope of the Law.

For a complete understanding of the term ‘Beneficial Owner’, see the Guidance to the Final Solution of the Beneficial Ownership Register.

Application scope for entities in Cyprus

Specific entities are required to comply with the submission of beneficial owner details, whereas others are exempted.

In-scope entities

The following entities are subject to the obligation:

• Entities incorporated or registered under the Companies Law Cap.113
• European Public Limited Liability Companies
• Partnerships

Exempted entities

The entities below are exempted:

• Entities listed on regulated markets with disclosure requirements ensuring transparency of ownership information
• Entities that applied for strike-off before the Directive came into effect (before 12 March 2021)
• Entities in liquidation before the Directive’s commencement (before 12 March 2021)
• Overseas entities (branches)

Please note that all entities whose strike-off or liquidation has been enacted after 12 March 2021 are still subject to the filing of beneficial owner details.

Filing obligations for in-scope entities in Cyprus

As an in-scope entity, you are required to submit the details of the beneficial owner on the BO Register.

Please note that:

• The filing must be done by entering the required information for each beneficial owner through the online portal, no paper forms are to be submitted.
• There is no filing fee charged on the system to submit the BO information.
• Information is only recorded from 12 March 2021 onward.

What information to file?

The information required for filing depends on the entity type, legal structure, and the characteristics of the beneficial owner.

For tailored advice regarding your situation, please reach out to our support team for prompt assistance.

Timing for filings

• For existing entities: the deadline has been extended from 31 December 2023 to March 31, 2024.
• For new registrations: no later than ninety (90) days from the date of registration/incorporation.

Change of BO information

If there are changes to the information of a beneficial owner, the entity and its officers must either submit the new details or revise the existing beneficial owner information in the BO Register.

This must be done within 45 days from the date the beneficial owner’s information changes, whether it involves a new beneficial owner or an update to an existing one’s details.

Annual confirmation obligation

Between October 1st and December 31st of every calendar year, an entity is required to electronically verify its beneficial owners with the Registrar.

Starting April 1st, 2024, the annual confirmation feature will be accessible on the system.

Access to BO Register

Currently, public access to information in the BO register is suspended. Only the competent Supervisory Authority and obligated entities have permission to access the information stored in the BO register (via e-search).

If there are discrepancies between the data in the system and what the competent Supervisory Authority/obligated entities possess, these parties must provide supporting documents and evidence of the disparity once this function becomes available on the system starting April 1st, 2024.

Penalties for non-compliance entities

In the initial phase of BO Register, spanning from November 14, 2023, to March 31, 2024, no penalties will be applied.

However, commencing April 1, 2024, both the entity and each of its officers will incur a penalty of €200, with an additional fine of €100 for each subsequent day the violation persists. The maximum aggregate fine will not exceed €20,000.

Conclusion

The implementation of the Beneficial Ownership Register in Cyprus is a crucial step towards transparency and fighting against money laundering and terrorism financing.

As an entity falling under the scope of this law, it is important to understand your filing obligations and comply with them to avoid penalties and ensure compliance with EU Directives.

If you have any questions or need assistance with the filing process, don’t hesitate to get in touch with our support team via service@bbcincorp.com for practical guidance.

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