I. Requirements for establishing a Company As from 1st October 2004, the Council of Ministers has approved the complete freedom of the policy governing direct investments from non-residents in Cyprus. Consequently, non-residents who wish to establish a Company in Cyprus, or acquire shares in existing Cyprus companies, or otherwise to invest in or from Cyprus, no longer require approval by the Central Bank of Cyprus. Such applications should now be addressed directly to the Department of Registrar of Companies and Official Receiver. The same applies for direct and portfolio investments by natural or legal persons from EU member states. Investors from the EU wishing to register a company in Cyprus or acquire shares in existing Cypriot legal entities should apply directly to the Registrar of Companies. 1.1 Registration The non-residents’ share or participation must be registered in their names or in the names of their nominees at the department of the Registrar of Companies. 1.2 Confidentiality It is possible to obtain absolute secrecy of the identity of the shareholders, either through trust fiduciary agreements or through nominees or through other companies. Business entities are required to prepare and submit to the Department of Finance and the Department of Inland Revenue annual financial statements audited by auditors practicing on the island. 1.3 Administration Companies carry on business activities in and outside Cyprus, whilst it may well have offices and/or have its administration in Cyprus and have local and/or expatriate employees. 1.4 Registered Office It is necessary for all Cypriot companies to have a registered office in Cyprus. 1.5 Objects There is no restriction as to the type or objects and scope of the company. The Memorandum may be changed following an application to the court and having obtained the relevant court order, whilst the articles may be changed by special resolution. 1.6 Directors It is not necessary for directors to hold qualification shares. The minimum number of directors is one (natural or corporate) but in such a case he cannot also be the secretary of the company. Alternate directors may be appointed. The minimum number of shareholders is one, natural or corporate. The annual general meeting and/or any extraordinary general meeting of the shareholders may be held in Cyprus. 1.7 Meetings Also meetings of the board of directors may be held in Cyprus. A company must maintain a register of members, directors, secretaries, mortgage or charges and other statutory books. II) Information and documentation required The following information and material is required for the relevant approval and formation of the company: (a) The proposed name of the company, which has to be approved by the Registrar of Companies. Our office keeps available several approved names for speedy cases. A list of presently available names can be provided on request. (b) The amount of the authorised capital of the company (c) The amount of the issued and paid up capital of the company, which in any event cannot be less than 1,000.00 Cyprus pounds. (d) The main objectives and business of the company (e) Full name, profession, address and nationality of each shareholder and their respective shareholding. The beneficial owner of the shares may be only one. If full anonymity and confidentiality is desired, nominee shareholders may be used who will hold the shares in trust for the beneficial owner. (f) Full names, professions, nationality and addresses of the directors and secretary of the company. All or any of the directors may be non-Cypriots. Cypriots (corporations or individuals) may also be directors or secretary of the company. III) Submission of the company documents to the Registrar of Companies Firstly, the proposed company’s name must be cleared with the Registrar of Companies. It is desirable to submit two or three alternatives to the first choice of name for approval to the Registrar of Companies, as experience has shown that this can save time and unnecessary exchange of correspondence. Where the proposed Cypriot company is intended to have a similar name to that of its mother company, the Registrar will require the consent of the mother company for the use of such name. The relevant company documents along with the Memorandum and Articles of Association of the company are submitted to the Registrar of Companies. The Memorandum and Articles of Association must be signed by the shareholder (s). Memorandum of Association The Memorandum of Association specifies the fields of trade and objectives and must contain the following information: (b) the name of the company with “Limited” as the last word (c) the situation of the registered office (d) the objectives of the company, which should advisably be as wide as possible so as to enable the company to engage in any kind of business or activity, without this being ultra vires (beyond the powers of) of the company and therefore void. (e) A statement that the liability of the members is limited by shares or by guarantee where this is the case. (f) The amount of the share capital, which must be in Cyprus pounds. (g) The subscribers to the Memorandum together with the number of shares for which they have subscribed. Articles of Association. The Articles of Association contain rules governing the internal management of the company and regulating the rights of its members among themselves. The Articles may be altered or added to by means of a special resolution, which requires a majority vote of over 75 per cent of the members. The Articles deal with matters such as: (a) general meetings of the company (b) voting rights of members (c) transfer of shares (d) appointment and powers of directors (e) dividends (f) accounts and audit Once the company is registered, the relevant certificates are issued. Original certificates may be issued in English or Greek. IV) Nominee Shareholder (s) The formation and registration of the company may be effected while the beneficial owner is in his country of residence. In this respect, nominee shareholder(s) will sign the Memorandum and Articles of Association on behalf of the shareholder and the shares will be transferred or issued in his name after the registration of the company. Further, if full anonymity and confidentiality is desirable, nominee shareholder(s) may be used. The nominee(s) hold the shares in trust on behalf of the owners. The public records kept at the Department of the Registrar of Companies show only the names of the nominees. Also the relevant certificates issued will declare as shareholders, the nominees only. The nominee shareholder normally prepares and delivers to the beneficial owner of the shares a properly executed instrument of trust accompanied by the share certificate. All precautions should be taken in order that the beneficial owner of the shares is fully safeguarded. Our office offers such service (nominee shareholder(s)) through our staff personnel and through nominee companies wholly controlled by us. VI) Directors-Secretary-Registered Office Subject to certain statutory disqualifications and restrictions, the manner of appointment of directors is laid down in the Articles of Association. Whatever these may provide, the ultimate control for the appointment and removal of director’s, vests with the members of the company. The Articles of Association may in certain cases, name the first directors of the company, who thus become directors from the date of incorporation. Alternatively and more commonly, the Articles may provide that the names of the first directors determined by the subscribers to the Memorandum are in fact the first members. An appropriate resolution signed by the subscribers is required and persons named by the subscribers become directors on the date this resolution is signed. The company must have at least one director and one secretary. Usually the advocate who formed the company or a secretarial company controlled by the advocate is appointed as secretary. The appointment of the secretary is made by the directors and the Articles of Association should normally contain an appropriate provision to this effect. The existence of a secretary is a requirement of the Law (which also provides that a sole director cannot also be secretary). For practical purposes a body corporate (i.e. a company) may be appointed secretary but it should be noted that a sole director of the company can not also be the sole director of that body corporate. Usually the advocate who formed the company or a secretarial company controlled by the advocate is appointed Secretary. The company must have a registered office in Cyprus. The registered office is the place where writs, summonses, notices, orders and other official documents can be served upon the company. The advocate’s office is usually declared as the registered address of the company, where fax, telephone and other facilities are provided
I. Requirements for establishing a Company
As from 1st October 2004, the Council of Ministers has approved the complete freedom of the policy governing direct investments from non-residents in Cyprus.
Consequently, non-residents who wish to establish a Company in Cyprus, or acquire shares in existing Cyprus companies, or otherwise to invest in or from Cyprus, no longer require approval by the Central Bank of Cyprus. Such applications should now be addressed directly to the Department of Registrar of Companies and Official Receiver.
The same applies for direct and portfolio investments by natural or legal persons from EU member states. Investors from the EU wishing to register a company in Cyprus or acquire shares in existing Cypriot legal entities should apply directly to the Registrar of Companies.
1.1 Registration
The non-residents’ share or participation must be registered in their names or in the names of their nominees at the department of the Registrar of Companies.
1.2 Confidentiality
It is possible to obtain absolute secrecy of the identity of the shareholders, either through trust fiduciary agreements or through nominees or through other companies. Business entities are required to prepare and submit to the Department of Finance and the Department of Inland Revenue annual financial statements audited by auditors practicing on the island.
1.3 Administration
Companies carry on business activities in and outside Cyprus, whilst it may well have offices and/or have its administration in Cyprus and have local and/or expatriate employees.
1.4 Registered Office
It is necessary for all Cypriot companies to have a registered office in Cyprus.
1.5 Objects
There is no restriction as to the type or objects and scope of the company. The Memorandum may be changed following an application to the court and having obtained the relevant court order, whilst the articles may be changed by special resolution.
1.6 Directors
It is not necessary for directors to hold qualification shares.
The minimum number of directors is one (natural or corporate) but in such a case he cannot also be the secretary of the company.
Alternate directors may be appointed. The minimum number of shareholders is one, natural or corporate. The annual general meeting and/or any extraordinary general meeting of the shareholders may be held in Cyprus.
1.7 Meetings
Also meetings of the board of directors may be held in Cyprus. A company must maintain a register of members, directors, secretaries, mortgage or charges and other statutory books.
II) Information and documentation required
The following information and material is required for the relevant approval and formation of the company:
(a) The proposed name of the company, which has to be approved by the Registrar of Companies. Our office keeps available several approved names for speedy cases. A list of presently available names can be provided on request.
(b) The amount of the authorised capital of the company
(c) The amount of the issued and paid up capital of the company, which in any event cannot be less than 1,000.00 Cyprus pounds.
(d) The main objectives and business of the company
(e) Full name, profession, address and nationality of each shareholder and their respective shareholding. The beneficial owner of the shares may be only one. If full anonymity and confidentiality is desired, nominee shareholders may be used who will hold the shares in trust for the beneficial owner.
(f) Full names, professions, nationality and addresses of the directors and secretary of the company. All or any of the directors may be non-Cypriots. Cypriots (corporations or individuals) may also be directors or secretary of the company.
III) Submission of the company documents to the Registrar of Companies
Firstly, the proposed company’s name must be cleared with the Registrar of Companies. It is desirable to submit two or three alternatives to the first choice of name for approval to the Registrar of Companies, as experience has shown that this can save time and unnecessary exchange of correspondence.
Where the proposed Cypriot company is intended to have a similar name to that of its mother company, the Registrar will require the consent of the mother company for the use of such name.
The relevant company documents along with the Memorandum and Articles of Association of the company are submitted to the Registrar of Companies. The Memorandum and Articles of Association must be signed by the shareholder (s).
Memorandum of Association
The Memorandum of Association specifies the fields of trade and objectives and must contain the following information:
(b) the name of the company with “Limited” as the last word
(c) the situation of the registered office
(d) the objectives of the company, which should advisably be as wide as possible so as to enable the company to engage in any kind of business or activity, without this being ultra vires (beyond the powers of) of the company and therefore void.
(e) A statement that the liability of the members is limited by shares or by guarantee where this is the case.
(f) The amount of the share capital, which must be in Cyprus pounds.
(g) The subscribers to the Memorandum together with the number of shares for which they have subscribed.
Articles of Association.
The Articles of Association contain rules governing the internal management of the company and regulating the rights of its members among themselves. The Articles may be altered or added to by means of a special resolution, which requires a majority vote of over 75 per cent of the members. The Articles deal with matters such as:
(a) general meetings of the company
(b) voting rights of members
(c) transfer of shares
(d) appointment and powers of directors
(e) dividends
(f) accounts and audit
Once the company is registered, the relevant certificates are issued. Original certificates may be issued in English or Greek.
IV) Nominee Shareholder (s)
The formation and registration of the company may be effected while the beneficial owner is in his country of residence. In this respect, nominee shareholder(s) will sign the Memorandum and Articles of Association on behalf of the shareholder and the shares will be transferred or issued in his name after the registration of the company.
Further, if full anonymity and confidentiality is desirable, nominee shareholder(s) may be used. The nominee(s) hold the shares in trust on behalf of the owners. The public records kept at the Department of the Registrar of Companies show only the names of the nominees. Also the relevant certificates issued will declare as shareholders, the nominees only.
The nominee shareholder normally prepares and delivers to the beneficial owner of the shares a properly executed instrument of trust accompanied by the share certificate. All precautions should be taken in order that the beneficial owner of the shares is fully safeguarded.
Our office offers such service (nominee shareholder(s)) through our staff personnel and through nominee companies wholly controlled by us.
VI) Directors-Secretary-Registered Office
Subject to certain statutory disqualifications and restrictions, the manner of appointment of directors is laid down in the Articles of Association. Whatever these may provide, the ultimate control for the appointment and removal of director’s, vests with the members of the company. The Articles of Association may in certain cases, name the first directors of the company, who thus become directors from the date of incorporation. Alternatively and more commonly, the Articles may provide that the names of the first directors determined by the subscribers to the Memorandum are in fact the first members. An appropriate resolution signed by the subscribers is required and persons named by the subscribers become directors on the date this resolution is signed.
The company must have at least one director and one secretary. Usually the advocate who formed the company or a secretarial company controlled by the advocate is appointed as secretary.
The appointment of the secretary is made by the directors and the Articles of Association should normally contain an appropriate provision to this effect. The existence of a secretary is a requirement of the Law (which also provides that a sole director cannot also be secretary). For practical purposes a body corporate (i.e. a company) may be appointed secretary but it should be noted that a sole director of the company can not also be the sole director of that body corporate. Usually the advocate who formed the company or a secretarial company controlled by the advocate is appointed Secretary.
The company must have a registered office in Cyprus. The registered office is the place where writs, summonses, notices, orders and other official documents can be served upon the company.
The advocate’s office is usually declared as the registered address of the company, where fax, telephone and other facilities are provided