INTRODUCTION The following are some typical enquiries one may reasonably make on the subject of incorporation in Cyprus. Christodoulos G. Vassiliades & Co provides the answers to those enquiries before proceeding to a more detailed and comprehensive guide to incorporation. 1. Are ready-made companies available? Yes. 2. Time required to obtain name approval from Government for custom-made company? 3 working days with acceleration fee of CYP 7.00. 3. Time required to incorporate custom-made company after receipt of name approval? 30 working days or 3-4 days with acceleration fee. 4. Time required to receive documentation after incorporation by the Government Immediately from the Registrar’s office or by post or courier. 5. Are consents required prior to incorporation? None 6. Are licenses required? No 7. Is there disclosure of beneficial owner to the regulatory authorities? No if nominee shareholders are to be used. 8. Confidentiality a) What is the jurisdiction’s reputation? Excellent b) Is it provided by law? Confidentiality is safeguarded by the Advocates Law that prevents the lawyer from disclosing information 9. Restrictions on name? Any word that the Registrar considers undesirable. Any name that is identical or similar to an existing company. Any name that implies illegal activity or implies royal or government patronage 10. Names requiring consent or a license: “Asset Management” “Asset Manager”, Assurance”, “Bank”, “Banking”, “Broker (s) / Brokerage”, “Capital”, “Credit”, “Currency (ies)”, “Custodian(s)”, “Custody”, “Dealer(s)” “Dealing”, “Deposit(s)”, “Derivative (s)”, “Exchange”, “Fiduciary (ies)”, “Finance”, “Financial”, “Fund (s)”, “Future (s)”, “Insurance”, “Lending”, “Loan(s)”, “Lender(s)”, “Option(s)”, “Pension(s)”, “Portfolio”, “Reserves”, ‘Savings”, “Security(ies)”, “Stock”, “Trust”, Trustees” their foreign language equivalents or any name that the Registrar considers may have a connection with the aforementioned. 11. Permitted suffix: Limited or Ltd is obligatory 12. Company seal required? No mandatory requirement but is permitted and generally used. DOMICILIATION AND ADMINISTRATION 13. Resident agent required? None. Companies should be registered only by lawyers practicing in Cyprus. 14. Registered Office Yes, it must be in Cyprus 15. Documents maintained at registered office: Register, minutes, company seal, certificate of incorporation. 16. Public inspection of documents: The company’s documents are available for public inspection at the office of the Registrar of Companies. 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. Also nominee directors can be appointed by the beneficial owners. 17. Can the company trade within the jurisdiction of incorporation (Cyprus)? Yes 18. Transfer of domicile allowed? There is no legislation allowing the transfer of domicile for Cyprus companies. TYPES OF LEGAL ENTITIES, CONSTITUTION, OFFICERS AND SHAREHOLDERS 19. Types of companies: Companies Limited private company (CAP. 113 Company Law) Branch of an overseas company (Section 347 of CAP. 113) General or Limited Partnership (CAP.116 The partnerships and Business Name Law). 20. Memorandum of Association i.e. objects for which company was established: Any lawful object or scope. Amendments by order of the court. 21. Articles of Association, i.e. internal regulation of company: Amendment by special resolution only. 22. Registered shares or bearer shares? Registered. Bearer share companies are prohibited. 23. Subscribers/Incorporators? Can be provided 24. (a) Minimum number of shareholders: One (b) Maximum number of shareholders: For private companies the maximum is fifty. 25. Location of general meetings of shareholders/members? Anywhere in the world. 26. Can proxies be appointed? For shareholders, yes 27. Classes of shares permitted: · Registered shares of par value. · Preference shares · Redeemable preference shares · Non-voting shares. (a) Permitted currency of shares capital Cyprus Pound for all types of companies or any other currency. (b) Usual currency of share capital: N/a 28. Maximum authorised share capital for minimum duty? N/a 29 Capital duties paid on incorporation? Capital duty of CYP75 is payable on the nominal capital up to CYP5.000, graduating to CYP125 for an authorised capital of CYP10.000 and for nominal capital which exceeds CYP10.000, CYP125 for the first CYP10.000 plus 30 cents for each additional amount of CYP100. 30 Minimum share capital? Recommended CYP1000 31. Minimum number of directors required? One 32. Minimum number of officers? One director and one company secretary. Where there is only one director, the company secretary must be another individual or corporate entity unless the same person is also the shareholder of the company. 33. Transfer of registered shares? By presentation of a written instrument of transfer signed by the transferor and transferee and subsequent procedures with the Registrar of Companies of registering the transfer with them if the shares are to be transferred to a new registered shareholder. (a) Transfer of bearer shares? Not applicable. (b) Meeting of shareholders? An annual general meeting of the shareholders must be held each calendar year anywhere in the world. 34. Maximum number of directors permitted? No restrictions. Regulated by the Articles of Association. Alternate directors are permitted. 35. Appointment of first directors: When? Upon incorporation by the subscribers to the Memorandum and Article of Association. 36. Any residential, nationality requirements or professional qualifications required for directors? No statutory requirements regarding nationality or residence. However in order for the company to be tax resident in Cyprus, the directors or their majority should be Cypriot residents for establishing management and control in Cyprus. 37. Can company act through a power of attorney? Yes. With resolution by the board of directors duly signed and signatures certified bearing also the seal of the company. 38. Are corporate directors permitted? Yes 39 Where must the board of directors’ meeting be held? Anywhere in the world. However in order for the company to be tax resident in Cyprus, board meetings should be held in Cyprus for establishing management and control in Cyprus. 40. Notice of consent to act as director? Yes, by notification to the board of directors, company secretary or shareholders. 41. (a) Company secretary required? Yes, one. Also assistant secretary can be appointed if needed. (b) Any special requirements regarding the company secretary? The secretary of the company is always connected with its registered office. It is advisable to be resident in Cyprus. Anyone can act as a secretary. 42. Corporate secretary allowed? Yes 43. Any specific qualifications required for the company secretary? None ANNUAL ACCOUNTS AND AUDIT REQUIREMENTS 44. Requirements for annual audited accounts? Yes. Shipping companies are exempt. 45. Residential & professional qualification for auditor? Accounts audited by accountants practising in Cyprus 46. Annual audited accounts to be filed at public registry or only with tax authorities? Audited financial statements have to be submitted to Inland Revenue and the Registrar of Companies. 47. Annual Tax, license fees or duty: When is it payable? 10 percent of net assessable income which is the lowest in the European Union. Paid at anniversary of incorporation. Annual return (Filing Fee CYP7.00 or CYP15.00 for late filing). POST-INCORPORATION ADMINSTRATION 48. Powers of attorney? Yes, permitted. 49. Business/trade names: Registered with the Registrar of Companies. 50. Patents/trademarks: Registered with the Ministry of Commerce and Industry, Registrar of Trade Marks. 51. Names of major banks operating in the jurisdiction: Bank of Cyprus Public Company Ltd., The Cyprus Popular Bank Public Company Ltd., Hellenic Bank Public Company Ltd., Alpha Bank Ltd., National Bank of Greece (Cyprus) Ltd., Arab Bank Plc, Mortgage Bank of Cyprus Ltd., Co-Operative Central Bank Ltd., Universal Bank Public Ltd., Emporiki Bank-Cyprus Ltd, Société Générale Cyprus Ltd, National Bank of Greece S.A..- Cyprus Branch.
INTRODUCTION
The following are some typical enquiries one may reasonably make on the subject of incorporation in Cyprus.
Christodoulos G. Vassiliades & Co provides the answers to those enquiries before proceeding to a more detailed and comprehensive guide to incorporation.
1.
Are ready-made companies available?
Yes.
2.
Time required to obtain name approval from Government for custom-made company?
3 working days with acceleration fee of CYP 7.00.
3.
Time required to incorporate custom-made company after receipt of name approval?
30 working days or 3-4 days with acceleration fee.
4.
Time required to receive documentation after incorporation by the Government
Immediately from the Registrar’s office or by post or courier.
5.
Are consents required prior to incorporation?
None
6.
Are licenses required?
No
7.
Is there disclosure of beneficial owner to the regulatory authorities?
No if nominee shareholders are to be used.
8.
Confidentiality
a) What is the jurisdiction’s reputation?
Excellent
b) Is it provided by law?
Confidentiality is safeguarded by the Advocates Law that prevents the lawyer from disclosing information
9.
Restrictions on name?
Any word that the Registrar considers undesirable. Any name that is identical or similar to an existing company. Any name that implies illegal activity or implies royal or government patronage
10.
Names requiring consent or a license:
“Asset Management” “Asset Manager”, Assurance”, “Bank”, “Banking”, “Broker (s) / Brokerage”, “Capital”, “Credit”, “Currency (ies)”, “Custodian(s)”, “Custody”, “Dealer(s)” “Dealing”, “Deposit(s)”, “Derivative (s)”, “Exchange”, “Fiduciary (ies)”, “Finance”, “Financial”, “Fund (s)”, “Future (s)”, “Insurance”, “Lending”, “Loan(s)”, “Lender(s)”, “Option(s)”, “Pension(s)”, “Portfolio”, “Reserves”, ‘Savings”, “Security(ies)”, “Stock”, “Trust”, Trustees” their foreign language equivalents or any name that the Registrar considers may have a connection with the aforementioned.
11.
Permitted suffix:
Limited or Ltd is obligatory
12.
Company seal required?
No mandatory requirement but is permitted and generally used.
13.
Resident agent required?
None. Companies should be registered only by lawyers practicing in Cyprus.
14.
Registered Office
Yes, it must be in Cyprus
15.
Documents maintained at registered office:
Register, minutes, company seal, certificate of incorporation.
16.
Public inspection of documents:
The company’s documents are available for public inspection at the office of the Registrar of Companies.
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.
Also nominee directors can be appointed by the beneficial owners.
17.
Can the company trade within the jurisdiction of incorporation (Cyprus)?
Yes
18.
Transfer of domicile allowed?
There is no legislation allowing the transfer of domicile for Cyprus companies.
19.
Types of companies:
20.
Memorandum of Association i.e. objects for which company was established:
Any lawful object or scope.
Amendments by order of the court.
21.
Articles of Association, i.e. internal regulation of company:
Amendment by special resolution only.
22.
Registered shares or bearer shares?
Registered. Bearer share companies are prohibited.
23.
Subscribers/Incorporators?
Can be provided
24.
(a) Minimum number of shareholders:
One
(b) Maximum number of shareholders:
For private companies the maximum is fifty.
25.
Location of general meetings of shareholders/members?
Anywhere in the world.
26.
Can proxies be appointed?
For shareholders, yes
27.
Classes of shares permitted:
· Registered shares of par value.
· Preference shares
· Redeemable preference shares
· Non-voting shares.
(a) Permitted currency of shares capital
Cyprus Pound for all types of companies or any other currency.
(b) Usual currency of share capital:
N/a
28.
Maximum authorised share capital for minimum duty?
29
Capital duties paid on incorporation?
Capital duty of CYP75 is payable on the nominal capital up to CYP5.000, graduating to CYP125 for an authorised capital of CYP10.000 and for nominal capital which exceeds CYP10.000, CYP125 for the first CYP10.000 plus 30 cents for each additional amount of CYP100.
30
Minimum share capital?
Recommended CYP1000
31.
Minimum number of directors required?
32.
Minimum number of officers?
One director and one company secretary. Where there is only one director, the company secretary must be another individual or corporate entity unless the same person is also the shareholder of the company.
33.
Transfer of registered shares?
By presentation of a written instrument of transfer signed by the transferor and transferee and subsequent procedures with the Registrar of Companies of registering the transfer with them if the shares are to be transferred to a new registered shareholder.
(a) Transfer of bearer shares?
Not applicable.
(b) Meeting of shareholders?
An annual general meeting of the shareholders must be held each calendar year anywhere in the world.
34.
Maximum number of directors permitted?
No restrictions. Regulated by the Articles of Association. Alternate directors are permitted.
35.
Appointment of first directors:
When?
Upon incorporation by the subscribers to the Memorandum and Article of Association.
36.
Any residential, nationality requirements or professional qualifications required for directors?
No statutory requirements regarding nationality or residence. However in order for the company to be tax resident in Cyprus, the directors or their majority should be Cypriot residents for establishing management and control in Cyprus.
37.
Can company act through a power of attorney?
Yes. With resolution by the board of directors duly signed and signatures certified bearing also the seal of the company.
38.
Are corporate directors permitted?
39
Where must the board of directors’ meeting be held?
Anywhere in the world. However in order for the company to be tax resident in Cyprus, board meetings should be held in Cyprus for establishing management and control in Cyprus.
40.
Notice of consent to act as director?
Yes, by notification to the board of directors, company secretary or shareholders.
41.
(a) Company secretary required?
Yes, one. Also assistant secretary can be appointed if needed.
(b) Any special requirements regarding the company secretary?
The secretary of the company is always connected with its registered office. It is advisable to be resident in Cyprus. Anyone can act as a secretary.
42.
Corporate secretary allowed?
43.
Any specific qualifications required for the company secretary?
44.
Requirements for annual audited accounts?
Yes. Shipping companies are exempt.
45.
Residential & professional qualification for auditor?
Accounts audited by accountants practising in Cyprus
46.
Annual audited accounts to be filed at public registry or only with tax authorities?
Audited financial statements have to be submitted to Inland Revenue and the Registrar of Companies.
47.
Annual Tax, license fees or duty:
When is it payable?
10 percent of net assessable income which is the lowest in the European Union.
Paid at anniversary of incorporation.
Annual return (Filing Fee CYP7.00 or CYP15.00 for late filing).
48.
Powers of attorney?
Yes, permitted.
49.
Business/trade names:
Registered with the Registrar of Companies.
50.
Patents/trademarks:
Registered with the Ministry of Commerce and Industry, Registrar of Trade Marks.
51.
Names of major banks operating in the jurisdiction:
Bank of Cyprus Public Company Ltd., The Cyprus Popular Bank Public Company Ltd., Hellenic Bank Public Company Ltd., Alpha Bank Ltd., National Bank of Greece (Cyprus) Ltd., Arab Bank Plc, Mortgage Bank of Cyprus Ltd., Co-Operative Central Bank Ltd., Universal Bank Public Ltd., Emporiki Bank-Cyprus Ltd, Société Générale Cyprus Ltd, National Bank of Greece S.A..- Cyprus Branch.