16th Nov 2023
Following our legal update of 20 September 2023 (Register of Beneficial Owners – Upcoming implementation of final system solution and imposition of fines), we would like to inform our clients that the final electronic system solution of the Register of Beneficial Owners of companies and other legal entities (the “UBO Register”) has been implemented as from 14 November 2023.
As part of the implementation process, all companies incorporated or registered under the Companies Law, Cap. 113, all European public limited liability companies (SE) and all partnerships liable to disclose beneficial ownership information in the UBO Register are required to input and re-submit all relevant details in the new system by 31 December 2023. This obligation applies irrespective of any action previously taken for registering beneficial ownership information in the interim system of the UBO Register, which had been implemented from 12 March 2021 onwards.
Failure to comply with this reporting obligation will result in the automatic imposition of an administrative fine of EUR 200 against each defaulting entity and their officers, with effect as from 1 January 2024. A further fine of EUR 100 will accrue per day of continuation of the default, up to a maximum amount of EUR 20,000.
It is noted that officers of defaulting companies will not be subject to a fine if they exercised due diligence to comply with the reporting obligation and the failure to do so is not due to any act or omission or negligence on their part. Officers to whom this applies must make a relevant declaration in the final system of the UBO Register by 31 December 2023, providing supporting documentation for assessment by the Registrar of Companies.
Pursuant to the Prevention and Suppression of Money Laundering Activities Law and the directives issued by the Registrar of Companies thereunder, companies which are listed on a regulated market that is subject to disclosure requirements under European Union law and companies which are subject to equivalent international standards that ensure sufficient transparency of proprietary information, are exempt from the obligation to disclose beneficial ownership information in the UBO Register. The relevant companies are, nonetheless, also obliged to take action by 31 December 2023 and declare the grounds for their exemption in the final system of the UBO Register.
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.