Types of Companies that may be Registered in Cyprus
There are several types of companies that can be formed in Cyprus, including:
- Limited Liability Company (LLC): This is a type of company in which the liability of the shareholders is limited to the amount of capital they have invested in the company. For private companies there are no minimum share capital requirements, and a limited company can be a single member company.
- Public Limited Company (PLC): This is a type of company that is typically used to enable listing on a regulated market. A PLC in Cyprus can be formed with a minimum share capital of EUR25,629 which must be fully paid up before the company initiates its business or exercises it’s borrowing powers.
- Branch Office: A foreign company can establish a branch office in Cyprus to carry out its business activities in the country. A branch office in Cyprus must be registered with the Registrar of Companies and is subject to the same legal and regulatory requirements as a local company.
- Representative Office: A foreign company can also establish a representative office in Cyprus to carry out promotional and marketing activities in the country. A representative office is not considered a separate legal entity and is not subject to the same legal and regulatory requirements as a local company.
- Subsidiary: A foreign company can also establish a subsidiary in Cyprus, which is a separate legal entity from the parent company. A subsidiary in Cyprus must be incorporated as an LLC or a PLC and is subject to the same legal and regulatory requirements as a local company.
The Companies Law, CAP. 113 provides the legal framework for the formation and operation of companies in Cyprus and is designed to ensure that companies comply with all legal and regulatory requirements, while providing a favourable business environment for businesses operating in the country.
The Cyprus Company Name
In Cyprus, the name of a company is an important aspect of its identity, and it is regulated by the Companies Law, CAP 113. The following are the general guidelines for selecting a company name in Cyprus:
- Unique: The name of the company must be unique and not identical or similar to an existing company name.
- Prohibited words: The name of the company cannot contain words that are prohibited by law or that are considered misleading, such as “Royal,” “National,” or “Government.”
- Use of suffix: The name of the company must contain one of the following suffixes: “Limited,” “Ltd,” “Public Limited Company,” or “PLC.”
- Language: The name of the company must be in the Greek or English language.
Once the proposed company name has been selected, it must be approved by the Registrar of Companies before it can be used. If the proposed name is deemed to be in conflict with existing company names or is considered inappropriate, the Registrar of Companies may reject the proposed name and suggest alternative names for the company.
Desirable names are submitted to the Registrar of Companies for approval. It can take between 2-5 working days to obtain name approval. A name application can be rejected due to similarity with company names already registered.
Cyprus Company Incorporation Timescale
The time required to incorporate a company in Cyprus depends on various factors and usually takes between 7-10 days. The process involves the preparation of the company’s articles of association, the selection and approval of a company name, the filing of the articles of association and company name, the payment of incorporation fees, the appointment of directors, the opening of a bank account, and the registration for taxes.
Cyprus Shelf Companies
A shelf company, also known as an “aged” or “ready-made” company, is a pre-existing company that has been incorporated but has not yet conducted any significant business activities. Shelf companies are often sold to individuals or businesses that need to establish a corporate presence quickly and without the time and hassle of incorporating a new company.
In Cyprus, shelf companies are typically established with a pre-determined company name, pre-registered articles of association, and pre-appointed directors. The buyer of the shelf company simply takes over the ownership and management of the company and can immediately start conducting business activities under the existing company name and structure.
Shelf companies can be useful for businesses that need to establish a quick corporate presence in Cyprus, or for individuals who want to take advantage of the benefits of a Cyprus company, such as the favourable tax regime and the ease of doing business.
Company Registered Office
A registered office is the official address of a company, and it is a requirement for all companies incorporated in Cyprus. The registered office is used as the official correspondence address of the company and is where all official communications, such as letters, notices, and legal documents, are sent.
The registered office must be located within the jurisdiction of Cyprus and must be a physical address, not a post office box. The registered office can be the same as the company’s trading address, but it does not have to be. In some cases, companies choose to use a virtual office service as their registered office address, which provides a physical address for their company without the need for a physical office space.
The registered office address must be included in the company’s articles of association and must be registered with the Registrar of Companies in Cyprus. Companies are also required to keep their registered office address up-to-date and must inform the Registrar of Companies of any changes to their registered office address.
The Company Secretary
A company secretary is an individual or an entity appointed by a company to assist with its compliance with the legal and regulatory requirements imposed on companies.
The role of the company secretary typically involves maintaining the company’s statutory records, preparing and filing annual returns and other required documentation with the Registrar of Companies, ensuring that the company is compliant with all relevant laws and regulations, and providing support to the directors in the management of the company.
In Cyprus, the company secretary can be an individual or a corporate entity, and can be either a resident or a non-resident of Cyprus, although preferably resident. The company secretary must have the necessary knowledge and experience to carry out the responsibilities of the role effectively.
Cyprus Company Director
A company director is a person appointed by a company to manage its affairs and make decisions on behalf of the company. In Cyprus, the role of the company director is defined by the Companies Law (CAP. 113) and the articles of association of the company.
Company directors have a legal obligation to act in the best interests of the company and to exercise their powers and responsibilities in a manner that promotes the success of the company. This means that they must make decisions that are in the best interests of the company and its shareholders, and they must take steps to ensure that the company operates in compliance with the law.
Company directors are also responsible for ensuring that the company complies with its obligations under the Companies Law, including the maintenance of accurate records, the preparation and filing of annual returns, and the holding of annual general meetings.
In Cyprus, there is no minimum or maximum number of directors required for a company, but a company must have at least one director. A company director can be an individual or a corporate entity, and can be either a resident or a non-resident of Cyprus.
Annual Returns and Financial Statements
Annual returns are a required legal filing that companies must make each year to ensure their ongoing compliance with the Companies Law in Cyprus. The annual return is a document that provides a snapshot of a company’s status, including details of its shareholders, directors, and registered office.
In Cyprus, the Companies Law requires companies to file an annual return with the Registrar of Companies within 28 days of the anniversary of their incorporation. The annual return must be signed by a director of the company and must contain accurate and up-to-date information about the company, including details of its shareholders, directors, and registered office.
In addition to the annual return, companies in Cyprus must also file an annual financial statement with the Registrar of Companies each year. The annual financial statement must include a balance sheet, a profit and loss account, and a cash flow statement.
Failing to file an annual return or annual financial statement can result in significant penalties for the company, including fines, and the company may also be struck off the register of companies, which would result in its dissolution.
Shareholders of a Cyprus Company
Shareholders are individuals or entities that own shares in a company. In Cyprus, shareholders have a direct ownership stake in the company and are entitled to a portion of the company’s profits and assets.
The number of shareholders a company has can vary but there must be a minimum one shareholder and a maximum fifty for a Private Limited Company. The same person or legal entity can act as shareholder, director and secretary.
Cyprus Company Taxation
Corporate tax is a tax that is levied on the profits of companies. In Cyprus, the corporate tax rate is one of the lowest in Europe, and this, combined with a favourable tax regime, has made the country an attractive location for international business and investment.
The standard corporate tax rate in Cyprus is 12.5%. This means that companies operating in Cyprus are taxed at a rate of 12.5% on their taxable profits. In addition to the standard corporate tax rate, companies in Cyprus may also be subject to other taxes, such as value-added tax (VAT) and special contribution for the defence of the Republic (SDC).
Cyprus has also signed a number of double taxation treaties with other countries, which helps to prevent companies from being taxed twice on the same profits. These treaties allow companies to claim tax credits or exemptions in one country to offset tax liabilities in another country, reducing the overall tax burden on their profits.