Cyprus: ASP reporting changes

Author: | Published: 27 Mar 2017
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Andreas Neocleous & Co

Address

Neocleous House 195 Makarios III Avenue CY-3030 Limassol P.O. Box 50613 CY-3608 Limassol

Telephone

+357 25 110000

Fax

+357 25 110001 Visit Website

In November 2016, the Cyprus Securities and Exchange Commission (CySEC) issued circular C166 dated November 4 2016 to the administrative services providers (ASPs) it regulates. The circular informed ASPs of their obligation to notify CySEC of any changes in their circumstances and personnel, under articles 7, 8, 9, 13 and 25 of the Law Regulating Companies Providing Administrative Services and Related Matters of 2012 (Law 196(I)/2012) (the ASP law). Circular 190, issued on February 21 2017, reaffirms that any changes should be reported immediately.

ASP business managers (article 7(4) of the ASP law)

Immediately following any change, the ASP must submit a written notification to CySEC, accompanied by the prescribed form and the following:

  • a certified true copy of the passport or identity document of any new appointee, together with a certificate of clean criminal record and a non-bankruptcy certificate;
  • the full name of any person who has resigned, and details of the position they held;
  • the composition of the new board of directors of the ASP, including the full name, country of residence and role of each director; and
  • a copy of the updated certificate of directors issued by the Registrar of Companies.

The ASP must ensure that the persons who effectively manage its business meet the requirements contained in the ASP law so that they will be able to contribute to the sound and prudent management of the ASP and protect the interests of its clients. CySEC may review the ASP's recruitment records to confirm that proper procedures have been followed.

CySEC's approval is not required for changing the persons who effectively manage the business of an ASP. However, CySEC retains the right to oppose any appointment or change of appointment of a person who effectively manages the business, to request additional documents or information from the ASP, or to recommend amendments. ASPs must comply with these requests and recommendations.

Shareholders (article 8(3) of the ASP law)

Immediately following any change, the ASP must submit a written notification to CySEC, accompanied by the prescribed form and the information and documents specified in it. The ASP must ensure that shareholders meet the requirements contained in the ASP law so that they will be able to contribute to the sound and prudent operation of the ASP and protect the interests of its clients. CySEC may review the ASP's records to confirm proper evaluation procedures have been followed.

CySEC's approval for changes in shareholders is not required. However, CySEC retains the right to oppose any appointment, request additional documents or information from the ASP, or recommend amendments. ASPs must comply with these requests and recommendations.

Change of compliance officer (article 9(4) of the ASP law)

CySEC's advance approval is required for the appointment of a new compliance officer. ASPs must submit the prescribed application form accompanied by relevant information and documents. When proposing a new compliance officer, ASPs must take into account the 'fit and proper' evaluation criteria, published on CySEC's website.

ASPs must ensure that there are no gaps between compliance officer appointments by arranging a replacement before any resignation takes effect.

Services provided (article 13(2) of the ASP law)

An ASP wishing to extend its authorisation to additional administrative services must notify CySEC in advance, and provide the following information:

  • an updated list of the services to be provided, clearly identifying which are the new ones;
  • a revised organisational chart; and,
  • where applicable, depending on the services to be provided, the ASP's internal operations manual setting out the procedures established to ensure its compliance with the ASP law.

CySEC's approval for changes in services offered is not required. However, CySEC retains the right to oppose any extension or amendment of the authorisation, to request additional documents or information from the ASP, or to recommend amendments. ASPs must comply with these requests and recommendations.

Registered persons (article 25(2) of the ASP law)

The ASP must notify CySEC without delay of any changes in: the details of licenced persons; the services it provides; the names of any of its fully owned subsidiaries which offer administrative services according to article 3(5) of the ASP law; the names of any employees who offer administrative services according to articles 3(2) and 5(1) of the ASP law and their work address; and, the name and contact information of the compliance officer.

Neocleous-Elias Elias Neocleous