By: AGPLAW | A.G. Paphitis & CO. LLC
Understanding Beneficial Ownership: Definition and Registration in Cyprus
A beneficial owner is a person who enjoys the benefits of ownership even though the title to some form of property is in another name.
Who is a beneficial owner?
Under the AML law, a “beneficial owner” is any person who ultimately owns more than 25% of a company or legal entity, or otherwise controls the same, whether through ownership, directly or indirectly, of a sufficient percentage of shares, through voting rights or through any other means.
The details to be entered in the BO register shall be those of the natural person(s) who hold the ownership interest or control of the legal person concerned. Ownership interest or control may either be direct or indirect or both through:
the holding of a sufficient percentage of shares or voting rights
or the ownership interest of the legal entity or
or through significant influence or control by other means.
Where in a company, the beneficial owner is a partnership, the natural persons behind the partnership controlling the company, should be disclosed. In cases where no individual beneficial owner can be determined, the particulars of one or more senior management officials need to be declared instead.
Registration of beneficial owner particulars
The 5th EU Anti-Money Laundering Directive 2018/843 of 30 May 2018 requires member states to set up centralised registers containing Beneficial Owners information of companies and other legal entities.
Cyprus transposed the above Directive into national law on 23 February 2021 (N.13(I)/2021). According to the Directive, the Registrar of Companies is designated as the competent authority for establishing and maintaining the central BO Register of companies and other legal entities. The purpose of the Beneficial Owners register is the collection and storage of such data.
As a result of the transposition of the 5th Directive into Cyprus Legislation, on 12.03.21, the 1st Directive of the Registrar (Κ.Δ.Π. 112/2021 as amended and in force) was issued, which governs and regulates the operation of the BO register. According to the Directive, the Registrar of Companies establishes, maintains and publishes exclusively in electronic form the register of Beneficial Owners of companies and other legal entities, in which information on their beneficial owners is kept.
