The Department of Registrar of Companies in Cyprus has recently issued a practice direction, providing detailed information on the entries that Cyprus entities need to make for complying with the final database solution that accommodates the Cyprus Register of Beneficial Owners (the Register). This guidance comes in the form of a manual and provides information aiming to assist the user in filing the relevant beneficial owner information onto the final solution system that has been developed to facilitate the collection of data for the Register.
What is the Register of Beneficial Owners in Cyprus
The Register maintains and electronically publishes information regarding beneficial ownership information, adhering to EU legislation that requires the Republic of Cyprus to obtain and hold adequate, accurate and current information on their beneficial ownership.
Under Cyprus law, all companies incorporated or registered under the Companies Law (Cap. 113), European Public Limited Liability Companies (SEs), and all Cooperatives (the Organisations), along with their officers/partners, are obligated to make entries to the final solution system for the purpose of updating the beneficial owners of each respective entity by 31 March 2024.
Following the initial launch of the final system solution on 14 November 2024, non-compliance with the requirements after 1 April 2024 will result in the imposition of substantial fines and other sanctions.
What is the Final Solution
The final solution has been developed to facilitate a more efficient collection of the data as mentioned above and in the guidance. Organisations can choose to update and register their beneficial ownership information, either by filing the respective beneficial ownership data, or by choosing to be exempted if there are valid reasons to do so. Organisations that fail to comply with these requirements by 1 April 2024 will face financial penalties or other sanctions.
Moreover, as of 1 April 2024, specific actions that must be taken include updating the Register within 45 days of a change in Beneficial Owners becoming known, informing the Register within 90 days of establishing a new agency, confirming Beneficial Ownership data every year (from October 1 to December 31), and addressing mismatches within 30 days of receiving an electronic notification from the Department of Registrar of Companies.
Additionally, all actions based on Directive 112/2021 will continue to be functional and available, including updating Beneficial Ownership information, electronic searches in the Register, and requests for exemptions.
For more detailed information, the Practice Guidance to the Final Solution can be found here.
What changes from the interim solution
In the transition from the interim to the final system, the following key changes have been introduced:
- Initially, listed companies were exempt from submitting details in the interim solution but under the final system, public and listed companies are also required to inform the system about their status as organisations listed on a regulated market, adhering to European Union disclosure requirements.
- Private companies owned by listed entities similarly face increased disclosure obligations, having to specify the regulated market of the listed parent company in the final solution.
- Additionally, in cases where the shareholding structure leads to Trusts, Foundations, or similar legal arrangements as beneficial owners, the updated Register requires the declaration of at least one physical person as a beneficiary, depending on the specific legal arrangement.
- Furthermore, the final solution system restricts companies from declaring a senior management official as a beneficial owner, a provision previously allowed in the interim solution. This adjustment aligns with Anti-Money Laundering (AML) Law, ensuring that senior management officials are only declared when no natural person is identified as the beneficial owner, based on ownership rights or when doubt exists about the identified person's beneficial owner status.
Representing a crucial step towards enhanced financial transparency and efficiency, the transition from the interim to the final system underscores the evolving nature of regulatory and compliance requirements for businesses in Cyprus. As such, it remains imperative for business operating in the jurisdiction to promptly adapt to these changes.
For more information please contact any member of the AML Compliance, Sanctions and Investigations team.
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