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FAQs FOR CYPRUS COMPANIES

Typical Enquiries on the formation of a private limited liability company

  1. Are ‘shelf’ companies available?
  2. Time required to obtain name approval from the Registrar of Companies for the company?
  3. Time required to incorporate company after receipt of name approval?
  4. Time required to receive documentation after incorporation by the Registrar of Companies
  5. Are consents required prior to incorporation?
  6. Are licenses required?
  7. Restrictions on name?
  8. Names requiring consent or a license:
  9. Permitted suffix:
  10. DOMICILIATION AND ADMINISTRATION

  11. Resident agent required?
  12. Registered Office
  13. Documents maintained at registered office:
  14. Public inspection of documents:
  15. Can the company trade within the jurisdiction of incorporation (Cyprus)?
  16. Transfer of domicile allowed?
  17. CONSTITUTION, OFFICERS AND SHAREHOLDERS

  18. Constituent Documents for the company
  19. Form of shares
  20. Minimum number of shareholders:
  21. Maximum number of shareholders:
  22. Location of general meetings of shareholders/members?
  23. Can proxies be appointed?
  24. Classes of shares permitted:
  25. Commonly used currency of shares capital
  26. Capital duties paid on incorporation?
  27. Minimum share capital?
  28. Minimum number of directors required?
  29. Minimum number of officers?
  30. Transfer of registered shares?
  31. Meeting of shareholders?
  32. Maximum number of directors permitted?
  33. Appointment of first directors:
  34. Any residential, nationality requirements or professional qualifications required for directors?
  35. Can a company act through a power of attorney?
  36. Are corporate directors permitted?
  37. Where must the board of directors’ meeting be held?
  38. Company secretary required?
  39. Any special requirements regarding the company secretary?
  40. Corporate secretary allowed?
  41. Any specific qualifications required for the company secretary?
  42. ANNUAL ACCOUNTS AND AUDIT REQUIREMENTS

  43. Requirements for annual audited accounts?
  44. Residential & professional qualification for auditor?
  45. Annual audited accounts to be filed at public registry or only with tax authorities?

Typical Enquiries on the formation of a private limited liability company

1. Are ‘shelf’ companies available?
We may provide you our list of available registered companies upon your request. These are usually incorporated with a share capital of EUR 2,000. The company may be renamed after application for name approval of prospective name is granted.

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2. Time required to obtain name approval from the Registrar of Companies for the company?
3 - 7 working days.

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3. Time required to incorporate company after receipt of name approval?
2 – 3 weeks.

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4. Time required to receive documentation after incorporation by the Registrar of Companies
7 working days.

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5. Are consents required prior to incorporation?
None

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6. Are licenses required?
N/A to limited liability companies.

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7. 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.

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8. 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.

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9. Permitted suffix:
Limited or Ltd is obligatory

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DOMICILIATION AND ADMINISTRATION

10. Resident agent required?
None. Companies should be registered only by lawyers practicing in Cyprus.

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11. Registered Office
Required, it must be in Cyprus.

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12. Documents maintained at registered office:
Register of members, Minutes of Shareholders and Directors meetings, company seal, certificate of incorporation, certificates of shareholders, directors, registered office and secretary.

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13. 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 our firm provides professional directors services who can be appointed by the beneficial owners.

A company must maintain a register of members, directors, charges and other records.

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14. Can the company trade within the jurisdiction of incorporation (Cyprus)?
Yes

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15. Transfer of domicile allowed?
Yes. Cyprus Companies law permits inbound and outbound re-domiciliation of companies.

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CONSTITUTION, OFFICERS AND SHAREHOLDERS

16. Constituent Documents for the company
1) Memorandum of Association

Includes the so-called ‘Object-clause’ listing the objects for which the company was established to carry out as well as the powers of the company.

The Memorandum of Association may only be amended by order of the court.

2) Articles of Association, i.e. includes the internal regulation of company.

May be amendment by special resolution only.

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17. Form of shares
Registered. Bearer share companies are prohibited.

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18. Minimum number of shareholders:
One.

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19. Maximum number of shareholders:
For private companies the maximum is fifty.

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20. Location of general meetings of shareholders/members?
Anywhere in the world, preferably in Cyprus in order to ensure that the management and control requirements are met in order to establish tax residency in Cyprus.

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21. Can proxies be appointed?
For shareholders, yes.

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22. Classes of shares permitted:
• Common shares of par value.
• Preference shares
• Redeemable preference shares
• Non-voting shares.

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23. Commonly used currency of shares capital
EURO

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24. Capital duties paid on incorporation?
0.6% on Authorized share capital

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25. Minimum share capital?
No minimum applies.
Recommended at least EURO1000

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26. Minimum number of directors required?
One

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27. 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.

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28. 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.

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29. Meeting of shareholders?
An annual general meeting of the shareholders must be held each calendar year anywhere in the world.

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30. Maximum number of directors permitted?
No restrictions. Regulated by the Articles of Association. Alternate directors are permitted.

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31. Appointment of first directors:
Upon incorporation by the subscribers to the Memorandum and Article of Association.

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32. 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.

For further information please read through our information paper on Tax aspects.

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33. Can a 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.

Nevertheless, it is our firm’s policy not to issue general Powers of Attorney in order to avoid tax residency complications as well as in order to comply with the Firm’s internal due diligence checks and procedures.

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34. Are corporate directors permitted?
Yes

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35. 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.

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36. Company secretary required?
Yes.

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37. 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.

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38. Corporate secretary allowed?
Yes

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39. Any specific qualifications required for the company secretary?
None.

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ANNUAL ACCOUNTS AND AUDIT REQUIREMENTS

40. Requirements for annual audited accounts?
Yes.

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41. Residential & professional qualification for auditor?
Accounts audited by accountants practicing in Cyprus.

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42. Annual audited accounts to be filed at public registry or only with tax authorities?
Tax returns extracted from audited financial statements have to be submitted to Inland Revenue and Audited Financial statements have to be submitted to the Registrar of Companies.

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