With an announcement issued on 11 February 2022, the Cyprus Registrar of Companies has provided guidance related to submission of information to the UBO Register for Investment Funds. The term “Investment Funds” includes the entities that are registered with the Registrar of Companies as Collective Investment Organizations, namely the following:
The notification of beneficial owners in the UBO Register must be made both for natural persons holding management shares and for natural persons holding investor shares.
Where the Investment Fund is structured as an “Umbrella Fund” with more than one investment compartments, the definition of beneficial owner shall apply to the legal entity registered with the Registrar of Companies at an umbrella level (the vehicle entity). It is understood that an Umbrella Fund constitutes a single legal entity.
In determining the beneficial owners who hold more than 25% of the shares of an Investment Fund, the last official calculation of the Net Asset Value (NAV) should be taken into account. For the first notification with a start date of 16 March 2021, the Net Asset Value as at 31 December 2020 should be taken into account. In case the Investment Fund calculated the Net Asset Value between 1 March 2021 and 15 March 2021, for the first notification to the UBO Register it will use that Net Asset Value.
As for all entities, Investment Funds must report any changes to their beneficial owners within 14 days from the change. For Investment Funds the trigger point is the official calculation of the Net Asset Value. If an Investment Fund calculates its Net Asset Value on a quarterly basis, then notification of any changes to the Register should be performed on a quarterly basis. If there is an exceptional calculation of the Net Asset Value, at any point in time, a relevant notification should be made to the Register, within 14 days from that calculation, always assuming that there are any changes to be reported.
Where all possible means are exhausted and provided that there are no reasonable suspicions, no person is identified as beneficial owner or if there is any doubt that the person identified is actually a beneficial owner, the person/s holding the position of senior management official should be declared as beneficial owners in the UBO Register.
For externally managed Investment Funds, where all possible means are exhausted and provided that there are no reasonable suspicions, no person is identified as beneficial owner or if there is any doubt that the person identified is actually a beneficial owner, the General Manager of the External Administrator should be reported as beneficial owner.