Incorporation of a Cyprus Company
The formation of a company in Cyprus is governed by the Cyprus Companies Law, Cap.113 of the Laws of Cyprus, as amended until today.
The following is required for the incorporation of a Company:
The first step in the registration procedure of a company is the choice of the name of the company followed by an application at the Registrar of Companies for approval of the proposed name.
b. Memorandum and articles of association
Once the name has been approved, the memorandum and articles of association of the company are prepared according to the company’s proposed main activity (i.e. development, holding, construction, investment) and is then filed with the Registrar of Companies together with the information regarding the first officers and shareholders of the Company.
c. Share Capital
No minimum share capital is required by law for incorporation of a private company but each subscriber to the memorandum must subscribe for at least one share (s. 4 (c) of the Companies Law). For a public company the minimum registered share capital must be €25.650.
d. Registered Office
The Cyprus Company Law requires the presence of the registered office of the company in the territory of the Republic of Cyprus.
The registered office is the place where official document can be served to the company.
The shareholders of a Cyprus company may be natural or legal persons and may be residents and/or nationals of any country.
The minimum number of shareholders for incorporation of a public company is 7 (seven) and for a private company is 1 (one).
f. Director and Secretary
A private company may have only one director and a secretary but the sole director of the company cannot also be the corporate secretary. Nevertheless, where a single-member private limited liability company is concerned, the sole director may also be the secretary of the company.
A public company is required to have at least two directors and a secretary.
The most common structure is 2 (two) Shareholders, 1(one) Director and 1 (one) Secretary.
Certificate of Incorporation: If all the documents required are correctly prepared and delivered to the Registrar of Companies, and the Registrar is satisfied that all statutory requirements in respect of the registration of the company have been met, then a Certificate of Incorporation will be issued.
This generally takes from 4 to 7 days.
Once the certificate of incorporation has been issued, the Company comes into existence as a legal entity distinct from its members and officers.
Anonymity and privacy: If you are seeking anonymity and privacy, our firm can provide you with nominee directors, secretary or nominee shareholders for your company.
The beneficiary’s ownership of the company is secured by the execution of a Deed of Trust, between the beneficiary and each nominee shareholder appointed, giving the beneficiary full access to any future transfer of benefits derived from the shares in question. An indemnity letter, addressed to the nominee director and secretary must also be signed by the beneficial owners.
Accounts and audit: Every company must keep at its registered office proper books of account, which should give a true and fair view of the state of the company’s affairs and explain its transactions. Financial statements of Cypriot Companies are prepared in accordance with the International Accounting Standards (IAS).
Every company which has subsidiary companies must present consolidated financial accounts at its AGM.
Every company must have duly appointed independent auditors (which are qualified in accordance with section 155(1) of the Companies Law) responsible for the audit of the company’s financial statements and tax compliance.
Annual General Meeting: Every company is required by law to hold an AGM in each calendar year specified as such in the notices convening it, and no more than 15 months must elapse between one general meeting and the next. It is however possible to hold the first annual general meeting of a company within 18 months of the company’s formation.
Annual return: All companies are required at least once in every calendar year to make an annual return to the Registrar of Companies, setting out particulars relating to the company. Unless the company is an exempt private company, there must be annexed to the return certified copies of the balance sheet, profit and loss accounts and directors and auditors report. Failure to file the annual return may result in a default fine on the company and any responsible officer. Furthermore, the Registrar of Companies can strike from the register the name of the company in default in relation to delivering information but only if the Registrar has reasonable cause to believe that the Company is not carrying on business or is not in operation.
Annual fee: All companies are required to pay every year the fee of €.350.- to the Companies Registrar Office.
Tax: All Cyprus companies are taxed at 12.5% on their profits, provided that their management and control is exercised in Cyprus.
Time frame for incorporation: 7-12 days