The Department of Registrar of Companies and Intellectual Property (the “RoC”), in an announcement issued on 11 February 2022 clarified the following regarding the filing of BO information in the Register of BOs (the “Register”) by Investment Funds in accordance with the definition of the term "Beneficial Owner" (“BO”)
1. The term “Investment Funds” includes the entities that are registered with the RoC as UCI (Undertakings for Collective Investment), i.e.:UCITS - Undertakings for Collective Investment in Transferable Securities;
- AIF – Alternative Investment Fund;
- AIFLNP - Alternative Investment Fund with a Limited Number of Persons;
- RAIF - Registered Alternative Investment Funds.
2. The filing of BO information in the Register must be effected both for natural persons holding management shares as well as for natural persons holding investor shares.
3. Where the Investment Fund is structured as an "umbrella type Fund" with more than one investment compartments, the definition of BO shall apply to the legal entity registered at umbrella level. It is understood that the "umbrella” type of Investment Fund constitutes a single legal entity.
4. In order to determine the BOs who hold more than 25% of the value of the shares of an Investment Fund, the most recent official calculation of the Net Asset Value (NAV) shall be taken into account:
- With respect to the first filing dated 16th of March 2021, the NAV calculation dated 31/12/2020 must be taken into account.
- In case the Investment Fund has calculated a NAV between the period 01/01/2021 and 15/03/2021, the calculation to be used, for the first filling, should be the latest official NAV calculation before 16/03/2021.
5. Investment Funds must notify for any changes with respect to the BOs within 14 days from the official calculation of NAV:
- If an Investment Fund calculates the NAV on a quarterly basis, then every quarter it should notify the changes with respect to its BOs, if any, in the Register.
- In case of an ad hoc NAV calculation, at any given time, and within 14 days from the said calculation, a relevant notification should be made to the Register, of the changes, if any, to the information with respect to the BOs already registered.
6. Where no natural person can be identified as the BO, or where there is doubt as to the natural person identified as the BO, given that all possible means have been exhausted and given that there is no reasonable suspicion, the person or persons holding the position(s) of senior executive director(s) of the Investment Fund will be declared as the BOs.
7. In the case of externally managed Investment Funds, where no natural person can be identified as the BO, or where there is doubt as to the natural person identified as the BO, given that all possible means have been exhausted and given that there is no reasonable suspicion, the General Manager of the External Manager of the Investment Fund will be declared as the BO in the Register.