The Cypriot competent authorities have announced the establishment of the central register of the beneficial owners (BOs) of companies and other legal entities, to the extent that they are registered with the Department of Companies and Official Receiver (Registrar). The officers of Cypriot entities are obliged to identify and record electronically on the beneficial owner register (BO Register) the required information of the BOs of such entities.

As a reminder, this change follows the implementation of the requirements of the Fourth (4AMLD) and Fifth (5AMLD) Money Laundering Directives into national legislation. More specifically, 5AMLD was transposed into Cyprus Legislation through the Prevention and Suppression of Money Laundering Activities Laws of 2007-2021 (AML Law) on 23 February 2021. Our extensive and thorough blog post on the 5AMLD can be found here.

According to the AML Law, companies and other legal entities incorporated in Cyprus must obtain and hold adequate, accurate and current information on their BOs, including details of the beneficial interests held. BOs are defined to include any person owning directly or indirectly a controlling interest of 25 per cent plus one of the shares of a company or otherwise exercising control over that legal entity.

The Registrar has issued:

• Guidelines governing the interim procedure commencing on 16 March 2021 (Guidelines)
• The Directive in accordance with Article 61A of the AML Law aiming to outline the procedure that would need to be followed.

It should be clarified that the trigger date for the collection of information is 12 March 2021 (not 16 March).

Further, the interim measures in the Guidelines have been developed to facilitate the collection of the data required, and although they initially would have been in place for six months, the interim period has now been extended to 12 months, ie up until March 2022. Despite the fact that the AML Law specifies that information contained in the BO Register with regards to companies and other legal entities should be available to the general public, the information entered on the interim platform will not be made available to the general public during this 12-month period. Nevertheless, this regime applies to all entities which were in existence when this new regime was introduced, subject to certain limited exceptions. The Guidelines, aim to assist users in filing the relevant BO information on the interim system, that has been developed to facilitate the collection of data for the BO Register, through the ARIADNI platform.

The final measures will be finalised in preparation for the conclusion of the interim period and our understanding is that data will be automatically migrated to that platform. Lastly, the BO Registers will be integrated at an EU level as well.

Entities registered following 16 March 2021 (new entities), must, no later than 30 days from the date of their registration, file electronically to the BO Registry, all information in respect of their BOs.

In order to obtain access and use the e-filing system, entities and their officers must first obtain access through the government gateway portal “ARIADNI”, if not already registered. The responsibility for the submission of information lies with the Cypriot entity and its officials.

In case of a change in the information of a BO, an entity and its officers must, within 14 days from the change, file such changes with the BO register.

Since the obligation is vis-à-vis all officers of a legal entity, and all entities providing administrative services to clients (including directorships and nominee shareholder services) will have the obligation to complete such filings and ensure the information is up-to-date.

Lastly, it should be noted that the Cyprus Securities and Exchange Commission has not yet issued guidelines with regards to the procedure for disclosing information as to the BOs of trusts whereas the Guidelines pertaining to the disclosure of BOs for NGOs have been issued.

The official announcement (in Greek) can be found here.

Our detailed blog post on 5AMLD can be found here.

See our recent post (13 August 2021) on this topic:Cyprus requires beneficial ownership details for partnerships.