NEWS

Following the transposition of the Fifth AML Directive into the Prevention and Suppression of Money Laundering and Terrorist Financing Laws of 2007 to 2019 (the “Law”), which introduced the register of UBOs of companies and other legal entities accessible to the general public (the “Register”), the legislative regulations complementing the Law have finally been approved by the Cyprus Parliament on 16 March 2021 (the “Directive”).

The information to be recorded for Companies/legal entities are amongst other: name, date of birth, nationality, residence address, ID number, the nature and extent of the beneficial interest held (the “Information”);

The Directive, in a nutshell, includes the following:

1. The Register will be kept by the Cyprus Registrar of Companies;

2. All Companies/legal entities and their officers have a severable obligation to record the Information within six months as of 16 March 2021- An exceptional right of non-disclosure to the public is also available if sufficient proof is filed evidencing that such disclosure will, amongst others, harm and/or expose the UBO to harm/danger;

3. New Companies/legal entities will have 30 days within which to record the Information;

4. The change of a UBO must be notified within 14 days;

5. Regulatory Authorities, Tax Authorities, the Police and Customs Authorities will have direct (without an obligation to notify the company), unrestricted and free access to the Register;

6. The Register will be publicly accessible with no requirement to demonstrate legitimate interest with an applicable fee of €3.50; The accessible information will be limited to the name, month and year of birth, nationality, country of residence and the nature and extent of the beneficial interest held by the UBO;

7. The Register will be interconnected with the UBO registers of the other EU Member States;

8. The Information must be confirmed annually;

9. The Information remains on record for up to10 years following the deletion of the Company/legal entity – For five years following the deletion the access is available only due to a regulatory or criminal investigation;

10 A Company/legal entity and its officers are subject to various administrative, criminal and civil sanctions for failure to register or for filing inaccurate information.

For a more comprehensive view on the matter, please refer to our detailed MEMO THE CYPRUS UBO REGISTER

A note that the Directive does not include trusts registers.

On 25 March 2020, Vladimir Putin in his announcement to the Russian nation regarding the main measures to be taken in order to tackle the coronavirus, also instructed the Government to initiate negotiations with foreign jurisdictions to amend Russia’s current DTT’s and set the minimum withholding tax rate on dividends and interest payed from Russia at 15% (as opposed to the current 0%, 5% and 10% rates).

Russia dictates the modification of the parts concerning “Dividends” and “Interest” in a way that these may also be taxed in the country of source at a rate not exceeding 15%. The possibility of applying for reduced tax rates is not provided. We say ‘dictated’ because Russia said that it unilaterally terminate its DTT with any jurisdiction that does not accept the said changes.

Cyprus, alongside (amongst others) Luxemburg and Malta, already received the relevant official request. The Russian embassy in Cyprus made clear that the changes will also take place to taxation treaties with other countries and “mainly those which large amounts of Russian money go through” (e.g. the Netherlands and in general all EU Member States, Switzerland and Singapore).

The matter is monitored closely, and this briefing will be updated accordingly.

The Registrar of Companies announced the following in order to support Companies affected by the restrictive measures imposed to limit the spread of Coronavirus:

1. Submission of Annual Reports (Audited Accounts) Due 4th Companies' Compliance Campaign for

• The three-month publication in the Official Gazette of the Republic resulting in the strike off / deregistration of Companies that received warning letters about their default in filing their Annual Reports (i.e. their Audited Financial Statements), is suspended until January 2021. Therefore, Companies that received such default letters now have until January of 2021 within which to get up-to-date with their obligation to file their audited financial statements.

2. Payment of the Annual Levy of €350

• The deadline for the payment of the 2020 annual levy is extended to 31 December 2020 (from 30 June 2020). The penalty imposition of 10% (up to 2 months delay) and 30% (delay between 2 to 5 months) for late payments is suspended accordingly.

3. Penalty on late submission of documents to the Department

• Following the approval of the House of Representatives, the implementation of penalties on late submission of statutory forms to the Department will be postponed until 2021.

4. Submission of 2020 Annual Report to the Department

• The 2020 Annual Report, i.e. the one submitting the 2019 Audited Financial Statements, may be submitted by 28/01/2021 without the additional penalty charge of €20 applicable on late submission.

Alexandros Economou LLC is looking to recruit corporate/commercial lawyer.

Key Skills / Experience:

- 1-3 years of practicing experience.

- Strong team player, extremely reliable, committed and discreet.

- LPC or BPTC will be considered as an advantage.

- Excellent knowledge of Greek and English (spoken and written).

Salary based on years of practice.

Please send us your curriculum vitae (in Europass format) together with a cover letter stating the position you are applying for by email at: info@economoullc.com

Please note that pursuant to recent amendments to the Cyprus Companies Law (‘Law’), which enter into force on 18 December 2019, the Registrar of Companies will impose administrative penalties for the late submission of certain filings.

In relation to annual returns/reports (i.e. form HE 32, which relates to the audited financial statements) the administrative penalty to be applied for late filing is (i) €50; plus (ii) an additional charge of €1 for each day of delay for the first 6 months and thereafter €2 for each day of delay, up to a maximum of €500.

In sum, all companies which by 18 December 2019 have not yet prepared audited financial statements for all years up to 2018 and as such have not yet filed annual returns for all years up to 2019, will be subjected to this administrative penalty. If not compliant yet, the auditors and administrators should be contacted pressingly.

Furthermore, as from the same date the Registrar of Companies will also impose administrative penalties ((i) €50; plus (ii) an additional charge of €1 for each day of delay, up to a maximum of €250) for the late submission of the relevant forms for changes in registered address, directors, directors’ occupation and addresses, and allotment and transfer of shares.

Please do not hesitate to contact us should you require our assistance in relation to the above.