Avoid Public UBO Registry

[jobe92]

Hi,

I own a Cyprus company with nominees directors and shareholders. I generate revenue from digital services, all 100% legal, but I really like the privacy of this setup, and that my name is not accessible in any public registers.
How can I keep my personal name away from public UBO registers once the AML5 directive is implemented?
How is the UBO reporting even working, who is it that has to disclose the information?
Does anyone know when the register will be implemented?
The only current solution i see is closing the company? That would avoid my name being shown in the public registers, correct? Or will it also keep historic data?

I hope someone can give some advice. 🙂

 

[Martin Everson]

When the EU 5th AMLD comes into force January 2020 Cyprus is obligated to give the general public access to the UBO register. They can either opt to have a central database or make it part of the company register. To make matters worse EU banks will check the register and are obligated to inform authorities of any differences between what the register says and what they have on record as UBO.

jobe92 said:
How can I keep my personal name away from public UBO registers once the AML5 directive is implemented?
Click to expand...

You can't as anyone assisting you in not complying with updating the UBO register or concealing ownership will face a fine of up to 1m euros for breach and 1k euro a day for continued breach.

jobe92 said:
Does anyone know when the register will be implemented?
Click to expand...

10th January 2020 as mentioned in my post here.

jobe92 said:
The only current solution i see is closing the company? That would avoid my name being shown in the public registers, correct?
Click to expand...

Yes

jobe92 said:
Or will it also keep historic data?
Click to expand...

Your CSP will update it before 10 January 2020 if your company is active on register at that time.

jobe92 said:
How is the UBO reporting even working, who is it that has to disclose the information?
Click to expand...

All EU "obligated entities" are responsible for updating the register which will be interconnected with all EU countries. An EU obligated entity is defined as below and is an extensive list:

”˜Obligated Entities', e.g. lawyers, accountants, administration service providers, credit institutions and financial institutions, are responsible to update the Public Registry. The Fifth AML Directive widens the scope of services providers to include: custodian wallet providers, virtual currency and fiat currencies exchange service providers; art dealers (≥€10,000); in addition to auditors, external accountants and tax advisors, any person that provides direct or indirect material aid, assistance or advise on tax matters as principal business or professional activity; and estate agents including when acting as intermediaries in the letting of immovable property (≥€10,000 monthly rent).

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Please note my posts should not be taken as financial or tax advice. Please seek professional advice in that respect.

 

[jobe92]

Okay, thank very much for your response, Martin.

I have read that to be listed in the UBO register you need to own 25%+1 of the shares. Is it possible to have multiple owners, for example
me (25%), 1 trusted (25%) and a nominee (50%), and then list the nominee owner? If such a thing as nominee owner exist. 🙂

Or could another solution be to insert another company (Seychelles or something) with nominee directors as owner, and then the nominee directors of the new company would be listed as owners, or is that too far-fetched/illegal?

Is there no ways to have a semi-anonymous company where the owners name is not listed in any public registers anymore?
I dont care if the UBO information is accessible by official government entities, its just the accessibility to the public I really want to avoid.

 

[Martin Everson]

jobe92 said:
have read that to be listed in the UBO register you need to own 25%+1 of the shares. Is it possible to have multiple owners, for example
me (25%), 1 trusted (25%) and a nominee (50%), and then list the nominee owner? If such a thing as nominee owner exist. 🙂
Click to expand...

"A person has control over a company if they fulfil one or more of the following conditions:

• holding more than 25% of the shares in the company;
• holding more than 25% of the voting rights in the company;
• holding the right to appoint or remove the majority of the board of directors;
• otherwise exercising significant influence or control over the company."

You get the picture now right? Game set and match to EU.

jobe92 said:
Or could another solution be to insert another company (Seychelles or something) with nominee directors as owner, and then the nominee directors of the new company would be listed as owners, or is that too far-fetched/illegal?
Click to expand...

Firslty with that structure in 2019 you will make your company unbankable. Secondly you would still be the UBO as the nominee will still be nominee. You would be risking the nominee getting up to a 1m euro fine for claiming to be UBO. I don't know how much you will be paying UBO but lets hope it will be north of 1m to cover the risk.

jobe92 said:
Is there no ways to have a semi-anonymous company where the owners name is not listed in any public registers anymore?
Click to expand...

Not in EU any longer from 10 Jan 2020.

P.S This is all just the beginning of what the EU has planned for its citizens.....lol.

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Please note my posts should not be taken as financial or tax advice. Please seek professional advice in that respect.

 

[Martin Everson]

You can use the KPMG document I posted in the below link to check status of public UBO registers around entire EU. It is from Jan 2019 so its not up to date with current progress Cyprus is making. However page 11-12 in that document will help you if what I wrote does not thu&¤#

https://www.offshorecorptalk.com/th...or-eu-uk-ie-de-se-companies.26797/post-103989

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Please note my posts should not be taken as financial or tax advice. Please seek professional advice in that respect.

 

[jobe92]

Thank you very much for your help Martin. I guess the only solution is to close down the company then.

But what about setups outside of EU, which has possible banking options, and will remain some kind of privacy for the next few years to come? Is there such solutions?
I am based in the EU, same with my clients, but they probably wont care if the invoices are coming from a company from outside EU.

 

[Martin Everson]

jobe92 said:
Thank you very much for your help Martin. I guess the only solution is to close down the company then.
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Damn so you really don't want your name to appear? I don't think you can close it down in time anyway right?

I would think long and hard about what your strategy. The EU is already forcing the Caribbean etc and offshore centers to have open company registers. UK gave its overseas territories a deadline to comply with this for example. You need to think carefully first before doing anything rash.

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[jobe92]

No, I really don't like the idea of getting my name in a public registry as owner of a Cyprus company. It most likely wont matter, but the moment it enters the public internet, its not going away. 🙂

Could my home country start demanding taxes for the company, once they see that i've been the UBO?

 

[JohnLocke]

Martin Everson said:
Firslty with that structure in 2019 you will make your company unbankable. Secondly you would still be the UBO as the nominee will still be nominee. You would be risking the nominee getting up to a 1m euro fine for claiming to be UBO. I don't know how much you will be paying UBO but lets hope it will be north of 1m to cover the risk.
Click to expand...

It is not going to happen, I 'm sure 🙂

As I have been informed by one of the more term agent's I have been using then as long as you keep the company active and you are using nominee's real person you can avoid the reporting in Cyprus. He claim that it is possible and that there is nothing to worry about.

This is not a small one man operation working from a Pizza Hut office, but a serious Cyprus law firm which has been in business for centuries.

Do you belive it to be true @Martin Everson ? I'm a little suspicious about all of it, but during the last 15 years he never let me down and all what he has done has been working exactly as he said.

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[jobe92]

Admin said:
It is not going to happen, I 'm sure 🙂

As I have been informed by one of the more term agent's I have been using then as long as you keep the company active and you are using nominee's real person you can avoid the reporting in Cyprus. He claim that it is possible and that there is nothing to worry about.

This is not a small one man operation working from a Pizza Hut office, but a serious Cyprus law firm which has been in business for centuries.

Do you belive it to be true @Martin Everson ? I'm a little suspicious about all of it, but during the last 15 years he never let me down and all what he has done has been working exactly as he said.
Click to expand...

Thats really interesting Admin. So you are saying the nominee director for example, will just be listed as the UBO? Can you point me in direction of the law firm you are talking about, maybe just in PM?
I would like to know if my company administrator knows about it.

 

[Martin Everson]

jobe92 said:
Could my home country start demanding taxes for the company, once they see that i've been the UBO?
Click to expand...

If your home country is clever enough to cross check all EU company registries and find you as a UBO then they will audit you or at least ask hard questions.

Admin said:
Do you belive it to be true @Martin Everson ? I'm a little suspicious about all of it, but during the last 15 years he never let me down and all what he has done has been working exactly as he said.
Click to expand...

The EU 5th AMLD makes it mandatory for EU countries to have UBO public registries. In the EU 4th AMLD it was optional to make the registry public but it will be on 10th Jan 2020 mandatory. I would like to know how the firm thinks a EU directive requiring a Cyprus public UBO registry of companies won't contain a UBO of a Cyprus company? conf/(%

Admin said:
As I have been informed by one of the more term agent's I have been using then as long as you keep the company active and you are using nominee's real person you can avoid the reporting in Cyprus. He claim that it is possible and that there is nothing to worry about.
Click to expand...

If he has a method I would like to know how it would be possible? Who does this agent suggest will be entered as the UBO? If they use nominee then it would require uodating bank records to remove real UBO as banks are required by law to report any mismatches in UBO between bank records and public company register.

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[JohnLocke]

I will digg deeper into it. Thank you very much @Martin Everson it's good to have a second opinion and to have someone to discuss this with.

I'm sure he is willing to explain it all to me. If it is a valid solution I will be posting the agent here, or at least let MG members know what agent it is.

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[jobe92]

Admin said:
I will digg deeper into it. Thank you very much @Martin Everson it's good to have a second opinion and to have someone to discuss this with.

I'm sure he is willing to explain it all to me. If it is a valid solution I will be posting the agent here, or at least let MG members know what agent it is.
Click to expand...

Thank you @Admin, it will be really interesting to hear what your agent will say.

 

[Martin Everson]

jobe92 said:
No, I really don't like the idea of getting my name in a public registry as owner of a Cyprus company. It most likely wont matter, but the moment it enters the public internet, its not going away. 🙂
Click to expand...

btw you have no choice now. Even if you were to strike off the company now it would take you past the deadline and you would still appear on register.

Admin said:
I'm sure he is willing to explain it all to me. If it is a valid solution I will be posting the agent here, or at least let MG members know what agent it is.
Click to expand...

Cheers thu&¤#

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Please note my posts should not be taken as financial or tax advice. Please seek professional advice in that respect.

 

[jobe92]

Martin Everson said:
If he has a method I would like to know how it would be possible? Who does this agent suggest will be entered as the UBO? If they use nominee then it would require uodating bank records to remove real UBO as banks are required by law to report any mismatches in UBO between bank records and public company register.
Click to expand...

If thats the main concern then i think EMIs would be safer bets than actual banks (they tend to be less strict). I'm using an EMI, and i'm not listed as Owner of the company, thats one of the nominees. I just have a login for the bank account.

 

[Martin Everson]

jobe92 said:
If thats the main concern then i think EMIs would be safer bets than actual banks (they tend to be less strict). I'm using an EMI, and i'm not listed as Owner of the company, thats one of the nominees. I just have a login for the bank account.
Click to expand...

If its an EMI in EU then its an "obligated entity". If you don't appear in the paperwork for company or EMI then your ok and don't need to worry. I guess your CSP will protect your identity and they will assume responsibility for paying any fines etc. However Panama paper leaks happen all the time so hopefully nothing is written down on your relationship with CSP.

Martin Everson said:
”˜Obligated Entities', e.g. lawyers, accountants, administration service providers, credit institutions and financial institutions, are responsible to update the Public Registry. The Fifth AML Directive widens the scope of services providers to include: custodian wallet providers, virtual currency and fiat currencies exchange service providers; art dealers (≥€10,000); in addition to auditors, external accountants and tax advisors, any person that provides direct or indirect material aid, assistance or advise on tax matters as principal business or professional activity; and estate agents including when acting as intermediaries in the letting of immovable property (≥€10,000 monthly rent).
Click to expand...

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[hevocon]

does the ubo registry lists only eu companies or any company with eu banking?

 

[Martin Everson]

hevocon said:
does the ubo registry lists only eu companies or any company with eu banking?
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Banking has nothing to do with ubo register. However good question in terms of how are non-EU companies on the register handled i.e those foreign companies with a physical presence in the country that have to enter themselves on the register. I imagine they would have to reveal UBO also but don't honestly know 100%.

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[Martin Everson]

btw its very strange the EU ask that companies reveal the UBO publicly but don't ask the same for websites. You can still legally prevent the public see who operate the website by using standard domain protection from godaddy etc.

Well I guess that will change going forward in EU 😕. All websites I imagine in EU will be forced to show ownership details on the public whois database.

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Please note my posts should not be taken as financial or tax advice. Please seek professional advice in that respect.

 

[jobe92]

Martin Everson said:
If its an EMI in EU then its an "obligated entity". If you don't appear in the paperwork for company or EMI then your ok and don't need to worry. I guess your CSP will protect your identity and they will assume responsibility for paying any fines etc. However Panama paper leaks happen all the time so hopefully nothing is written down on your relationship with CSP.
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I appear in the docs of the company, in a certificate of trust i guess, but I dont appear as the UBO on the companies bank accounts.
So i guess its up to the CSP if they want to reveal the actual UBO to the registry, instead of a nominee.

Martin Everson said:
btw its very strange the EU ask that companies reveal the UBO publicly but don't ask the same for websites. You can still legally prevent the public see who operate the website by using standard domain protection from godaddy etc.
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True, but isn't it also contradicting all the GDPR rules, with keeping peoples privacy.