Foreign company transfers or relocates to Cyprus: Does it have to submit information to the UBO Register?
By: N. Pirillides & Associates
Relocating a Company to Cyprus has become more attractive through the introduction of the framework known as the Fast-Track Business Activation mechanism (‘’FTBA’’). This mechanism has been implemented very recently by the Cyprus government (May 2021) in order to promote and attract foreign business relocation/ re-domiciliation to Cyprus, as well as to offer fast and competent services to new and existing entities of foreign interests requiring to establish presence in Cyprus.
Do these companies have an obligation to submit information regarding their ultimate beneficial owners (“UBOs”) to the UBO Register?
When an overseas company transfers its registered office within the Cyprus Republic, following the procedure for its registration, from the date the temporary certificate of continuation is issued by the Registrar of Companies, the company is considered to be a legal person incorporated pursuant to the Cyprus Companies Law, provisionally registered in the Republic, subject to all statutory obligations and, able to exercise all powers of a company incorporated in Cyprus.
Consequently, a company who has re-domiciled in Cyprus will have the obligation to submit its beneficial ownership details to the Register. For instance, if the Registrar of Companies issues a temporary certificate on 15 January 2022, the alleged company must identify its UBOs as at that date. Any change thereafter in the shareholders, after the first date of submission, should be recorded within 14 days to the UBO Register.
During the interim solution period (12.03.21-12.03.22) all Cyprus companies, European companies and partnerships (except the exemptions referred in article 3 of the Registrar's Directive) are obliged to submit such details to the UBO Register. The same obligation will apply following the expiration of the interim solution period and the implementation of the new system in 2022. There is no exemption if the overseas company has already notified the Competent Authority of the country of origin before the re-domiciliation in regards to its UBO.
 The Prevention and Suppression of Money Laundering and Terrorist Financing Law 13(1)/2018 (the "AML Law") governs the establishment of the Ultimate Beneficial Owners Register (the "UBO Register") and the obligations of Cyprus companies and other legal entities (the "Obliged Entities") regarding the submission of information regarding the ultimate beneficial owners to the UBO Register.