Register of Beneficial Owners – Upcoming implementation of final system solution and imposition of fines

The Department of Registrar of Companies and Intellectual Property (the “Registrar of Companies”) has announced that the final electronic system solution of the Register of Beneficial Owners of companies and other legal entities (the “UBO Register”) is anticipated to be implemented by the end of October 2023. The final system solution will replace the existing system, which was implemented with effect as of 12 March 2021 as an interim measure for the collection of information on beneficial owners.

Implementation of the final system solution will not affect access rights to the UBO Register. As a reminder, access to the UBO Register is currently being provided (a) to competent and supervisory authorities and (b) to obliged entities, in the context of performing customer due diligence. The Registrar of Companies suspended access to the UBO Register by the general public with effect as of 23 November 2022, following the Judgement issued by the Court of Justice of the European Union (CJEE) in joined cases C-37/20 and C-601/20 on 22 November 2022.

Upon launch of the final system solution, a one-month period will be given for:

(a) confirming and, if required, completing the data contained in the UBO Register (to be migrated from information submitted to the existing system);
(b) submitting requests for exemption from disclosure of information; and
(c) submitting the grounds for exercising customer due diligence (as regards obliged entities requesting access to information contained in the UBO Register on this basis).

It is highlighted that, at the end of the one-month period, the automatic imposition of fines will commence, as will the possibility of initiation of criminal proceedings against entities and individuals who fail to comply with disclosure obligations relating to the UBO Register, arising under the Prevention and Suppression of Money Laundering Activities Law and the directives issued by the Registrar of Companies thereunder. These will amount to an administrative fine of EUR 200 plus a further fine of EUR 100 per day of continuation of the default, up to a maximum amount of EUR 20,000. The Registrar of Companies has clarified that no fines will be imposed with retroactive effect.

Companies incorporated or registered pursuant to the Companies Law Cap. 113, European public limited liability companies (SE) and partnerships liable to disclose beneficial ownership information in the UBO Register are called, if they have not already done so, to submit all required information by 30 September 2023, in order to avoid the possibility of imposition of fines and /or the initiation of criminal proceedings for non-compliance.

Our team remains available to advise further on the steps which should be taken for compliance with the above requirements and to provide any relevant assistance required.