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Cyprus Company Formation & Administration
Cyprus Company Formation
Cyprus companies are registered under the Cyprus Companies Law CAP. 113. The first step to incorporate a Cyprus Company is to apply to the Registrar of Companies for approval of the company’s name. Secondly the Memorandum and Articles of Association are prepared. A brief description of the main activities of the company is required to enable the drafting of the memorandum and articles of association. Finally an application is made to the Companies Registrar to register the company in accordance with the Cyprus Company Law.
Time of Incorporation
The time of incorporation of a Cyprus Company will be about 10 working days (2 weeks) from the day we receive all the required information from the client and after the approval of the company name (It takes approximately 5 working days to approve the name of the Company).
Company name
When choosing a company name stick to the following.
1. Company name should be distinctive
2. Company name should be memorable and easily
spelled and pronounced
3. Company name should be distinguishable from the
competitors.
4. Words such as Royal, Republic are not acceptable as
Company names.
5. Names that are already on the register and
company names that are offensive or deceptive will not
be accepted.
6. You should give us several propositions for company
names so if one fails we can apply for the other name.
this also ensure that the registeration process is not
delayed.
Capital and Shareholders
The Cyprus Companies Law provides for at least one registered shareholder. There are no restrictions on the nationality of the shareholder. Nominee Shareholders can also be appointed. In case of using Nominees, the Beneficial Shareholder would not appear in any of the company’s documents. The Beneficial owner will be given a Trust declaration stating that the Nominee Shareholder holds the company shares upon trust for him, and at the same time he will be also given a Blank signed Share Transfer Form by the Nominee Shareholder, so he can transfer the shares on his name whenever he wishes.
For each beneficial shareholder we need the following:
1. Full name
2. Residential address
3. Occupation
4. Nationality
5. Passport copies (data page)
6. No. of shares to be issued to each beneficial
shareholder
For Non–Cypriots that will be shareholders in a Cyprus Company the following documents are also required:
1. A utility bill that certifies the address
2. Declaration / Undertaking of Shareholder for due
diligence purposes.
If the shareholders are an existing Company we need:
1. Certified copy of the Certificate of Registration
2. Copy of passport of Directors (data page)
3. A utility bill that certifies the address
The minimum required share capital for a Cyprus Company is €2000 (Two Thousand Euro). The share capital can be denominated in currencies othe than Euros. The authorised capital of the company is not required to be paid.
Directors
The minimum number of Directors is one. A Director may be an individuals (local Cypriot) or a foreigner(s). A Corporate body (entity) may also act as Director. Although there are no legal requirements for local directors, in order to ensure that management and control is in Cyprus, and also be considered as Cyprus Resident for Tax Benefit purposes, it is common practice for Directors to be Cypriot residents.
For each Director you wish to appoint, we will require the following information:
Full name
Residential address
Occupation
Nationality
Passport copies (data page)
For non – Cypriots that will be directors in a Cyprus Holding Company the following documents are also required:
A utility bill that certifies the Directors address
If the Director is an existing Company we need:
Certified copy of the Certificate of Registration
Copy of passport of Directors (data page)
A utility bill that certifies address
Registered Office and Secretary
A Company must have a registered address in Cyprus. The registered office address is the place where official documents can be served to the company. The registered office can also be used as a trading address. Our office address may be used for this purpose
The Secretary does not have to be Cypriot. An individual or a secretarial company must be appointed. The responsibilities of the secretary include mainly the maintenance of the statutory books and the minute books.
Our services for the registration of a Cyprus Company include:
• Name check in the Registry
• Preparation of Memorandum and Articles of Association
• Preparation of registration forms
• Filing with the Companies Registrar
• Payment of filing fess
• Registered address services (if requested)
• Secretary services (if requested)
• Annual fees for the first year
• Nominee Shareholder services (if requested)
• Nominee Director Services (if requested)
• Resolution to open a bank account (if requested)
• Introduction to Banking Institutions in Cyprus
On incorporation of the Company the client will receive:
(1) Memorandum and Articles of Association in the official Greek language and a Certified English translation.
(2) Certificate of incorporation.
(3) Certificate of registered office.
(4) Certificate of directors.
(5) Certificate of shareholders.
(6) Undated, signed share transfer documents and undated signed resignation letters by nominee shareholders and nominee directors respectively (when appropriate).
(7) Declaration of trust by the nominee shareholders (when appropriate)
(8) Deed of indemnity whereby the beneficial owners indemnify the nominees for their actions (when appropriate)
We also offer other optional Nominee Services as follows:
(i) Nominee shareholder - per one year service
(ii) Nominee director - per one year service
(iii) Company secretary
(iv) A Registered Premises (office)
If you require other services not listed here please do not hesitate to contact us.
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