law-firm-cyprus

Registering a company in Cyprus

Summary

Companies in Cyprus are typically used as parent companies and trading companies whether the trading occurs abroad or in Cyprus. Taking advantage of the extensive double tax treaties, Cyprus companies may provide significant tax benefits for businesses. Cyprus corporate tax is 12.5%, there is no capital gains tax for the sale of shares (unless the company owns land in Cyprus) and there is no dividends tax on non-domiciled individuals. Cyprus legislation permits lawyers only to register companies. This guide explains the requirements and process of registering a company in Cyprus.

Approval of Company Name

The first step for a company registration is an application for a name. Name applications normally take 3-5 working days to be examined. The Companies registrar may reject names identical or similar to existing companies or names that imply illegal activities. When certain names contain the words “insurance”, “banking”, “brokerage” and “trustees” require the consent of the central Bank of Cyprus prior to their registration.

Submission for registration

Once the company name has been approved, the Cyprus Companies Registrar allows the filing of the necessary forms and supporting documentation for the registration of a company. The Companies Registrar needs to be provided with the following information:

1. Memorandum and Articles of Association

Every company in Cyprus must have a Memorandum and Articles of Association which describe the powers and objects of the company and matters in relation to its administration. For certain types of companies such as financial services, trustee, insurance, brokerage companies there are specific requirements for the contents of the memorandum and articles of association. In order to prepare the memorandum and articles of association of a company in Cyprus the following information is required:

  • The objects and intended activities of the company.
  • The amount and currency of the proposed Authorised and Issued share Capital of the Company (in most cases that is €1000).
  • The number of shares held by each shareholder.

2. Directors and Secretary

A company in Cyprus with a single shareholder can have one person to be the director and secretary of the company. Where there are two or more shareholders, then the secretary and director of a company must be different persons. Public companies must have at least 2 directors. We provide nominee directors and secretaries on request. For taxation reasons companies in Cyprus have Cypriot directors and secretaries (either natural persons or companies) as a company is considered as domiciled where its effective management and control are exercised. However, if the owner of a company wants to nominate its own director/s and secretary then the following information needs to be provided:

(i) Persons acting as a director/ secretary:

  • Copy of Passport
  • Proof of address (utility bill dated within the last 3 months)
  • CV
  • Personal Information form

(ii) Legal entity acting as a director/ secretary:

  • Proof of company incorporation (recent and apostilled)
  • Proof of company directors secretary shareholders and registered office (recent and apostilled)
  • Copy of Memorandum and articles of incorporation (apostilled)
  • Copy of passport and proof of address (recent utility bill) for each Director Secretary and Shareholder
  • Company Information form

3. Shareholders and Share Capital

A company in Cyprus must have at least one shareholder and a private company (a company whose shares are not traded publicly, i.e. in the stock exchange) cannot have more than 50 shareholders. There are no restrictions on the nationality of the shareholders or the currency of the share capital of the company. Usually, private companies have a minimum authorised share capital in the company of €1.000.

4. Registered Address / Office

The Company must have a registered office address in Cyprus. The statutory records of the Company must be maintained there.

Period needed for registering a company

Normally it takes about 8-10 days to register a company in Cyprus. However, for people who are in a hurry we offer the following options:

  • Pre-approved company names: Using one of our pre-approved names allows company registration in 3-5 working days.
  • Using a pre-registered (off the shelf) company. We have pre-registered companies with various registration dates and without previous activities that can be used straight away.

Annual Returns and Financial Statements

Every company registered in Cyprus must prepare annually Financial Statements based on International Financial Reporting Standards and have them audited by licensed independent certified Auditor. A company in Cyprus must file its Audited Accounts and Annual Return within 18 months from its incorporation date to the Registrar of Companies. Thereafter they must be filed annually. The Audited Accounts are also filed with the Income Tax Department. The Annual Return must be submitted to the Companies Registrar within 14 days of the day of the company’s annual general meeting which must not be later than 15 months from the date of the last Annual Return.

Costs

1. Incorporation of a company in Cyprus

The costs of registering a company in Cyprus are made up by the professional fees and the disbursements (fees paid to the Registrar of Companies). The disbursements typically vary from approximately €650 – €1000.

2. Maintenance

The costs of maintaining a company in Cyprus also is made up from professional fees and disbursements paid. The professional fees paid include those for nominee services, book-keeping and auditing of accounts. The other expenses include any costs for employees as well as the following annual costs to the Cyprus Companies Registrar:

  • €350 annual levy; and
  • €40 annual report fee
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