Cyprus Company Registration – FAQ
In this page you will find answers to the most commonly asked questions about the registration and operation of a Cyprus company. For a deep dive to all matters pertaining to Cyprus companies, do visit our dedicated companies portal at CyprusCompaniesPortal.com.
Cyprus company can be registered in 4 easy steps:
- Pick a name
Choosing the right company name depends on a host of considerations from the nature of your business to your own tastes and style. It is also possible to use preapproved names. Please request a list of available names here.
- Determine the structure
Stipulate the number of directors and shareholders and decide whether you would like to use nominees.For more on nominees and their uses, please click here.
- Specify the purpose
Define the objects of the company, the share capital and, if necessary, address special concerns like what powers will be given to the Board of Directors, if there will be special rights of shareholders, majority or special majority voting, etc.
- Submit due diligence documents
It is required by law that we carry out due diligence or “know your client” (KYC) procedure. The clients are required to provide names, addresses (of work and home), utility bills, passports and references of the owners and officers of the company.
About 10 business days if you want to register a company from the scratch.
Please estimate additional 3-5 days to approve by the Registrar the name for your future company.
Should you choose to go with a ready-made (“shelf”) company, you can have it practically immediately. Click here to read about shelf companies.
We are located at CHAPO CENTRAL, 20 Spyrou Kyprianou (Office 201). For contact details click here.
When you establish a Cyprus company, you should distinguish between:
- the incorporation fees that are paid only once, and
- the annual fees that occur annually.
The incorporation fees relate to:
- the setup of the company
The annual fees relate to:
- the nominee fees (if applicable), and usually
- the secretary & registered office
Please note that we include the annual fees for the first year into the company incorporation fees.
The structure of a Cyprus company is as follows:
- at least one director
- at least one shareholder
- a secretary
- registered office.
Directors, shareholders and secretary may be either:
- persons or
- legal entities
Directors and shareholders are the officers of the company – they make decisions concerning structural/organizational changes and manage daily operations of the company.
The secretary, on the other hand, is responsible for the administrative issues – taking minutes and preparing resolutions and, when required by law, making the necessary filings with the Registrar of Companies.
You do not have to, but it is strongly recommended, because a bank account becomes an additional evidence of the fact that the company is managed and controlled from Cyprus.
It is important since only companies that are managed and controlled from Cyprus are considered Cyprus tax residents and enjoy the advantages of local tax system (12.5% corporation tax).
No, you don’t have to. All communication and documents exchange can be done via e-mail, or courier in case of originals.
That is not to say, though, that we would not be happy to meet you in person and take out for lunch/dinner.
- Every service provider is required by law to have basic information on their client.
These documents include:
- Personal details – full name and contact info
- Copies of 1-2 RECENT utility bills
- Copy of passport or another INTERNATIONAL ID
- In some cases you may also be asked for reference letter(s) (if you’d like to have a sample, please let us know)
Due diligence documents are required for:
- Beneficial owner of the company
- Person to be appointed as director
- Person to be appointed as shareholder
For private companies limited liability refers to the liability of the shareholders towards the company and is limited up to the amount of the shareholders’ shares.
For example, for a single member company with share capital of €1000 consisting of 1000 shares €1 each, the shareholder will only have to pay €1000 towards the debts of the company should the company cease to exist.
Directors – minimum 1
Shareholders – minimum 1, maximum 50
For Cyprus companies there is no minimum required share capital.
Standard companies that WE register have €1000 (one thousand euro) share capital divided into 1000 shares €1,00 each.
No, it is not necessary.
The company’s share capital is considered to be paid up out of the registration fees, paid to the Registrar of Companies when the company is registered/acquired.
The statutory document of any Cyprus company is Memorandum and Articles of Association (often referred to as M&AA).
The Memorandum is:
- The backbone of the company
- the name of the company,
- its objects – activities the company is involved in,
- information about the share capital – currency, amount, price per share, and
- names of the shareholders and number of shares held by them
The Articles of Association are:
- Internal constitution of the company, and
- A private agreement between shareholders as between themselves and the company.
- the powers of directors,
- shareholders’ proceedings, and
- rights of shareholders (voting, etc.)
The Registrar of Companies (or simply the “Registrar”)is a governmental body that regulates all Cyprus companies. That’s where the future company’s name gets approved or rejected; the company is registered or struck off and all changes into the structure of the company are recorded.
- Upon request, the Registrar issues a relevant certificate, e.g.:
- Certificate of Incorporation
- Certificate of Directors and Secretary
- Certificate of Shareholders
- Certificate of Registered Office
- Certificate of Change of Name, etc.
It is required by law that at any given moment the Registrar has the latest picture of the company’s structure, its address and identities of shareholders, directors and the secretary of the company.
Besides the structure, the Registrar of Companies always has on file the latest version of the company’s Memorandum and Articles of Association (M&AA).
In Cyprus, as in all EU countries, the records of the Registrar of Companies are public.
It is the shareholders of the company, who have the final word in a company, because they control the appointment and removal of directors.
The shareholders’ decisions are normally made at the General Meetings, the forum or the organ where the owners of the shares of the company express their voice and announce their decisions.
The Board of Directors, on the other hand, is the executive body of the company. It consists of the directors, who are considered as the agents of the company. They represent the company in all outside transactions and manage daily operational activities of the company.
Please note that the powers of directors, rights of shareholders as well as procedures and proceedings are outlined in the company’s constitutional document Articles of Association.
Nominees are natural persons or legal entities that appear as directors or shareholders of the company in order to facilitate the running of the company. Besides this, nominee directors may also be used for the purposes of tax planning.
According to Cyprus tax law, a company can benefit from the local tax system only if it is tax resident in Cyprus. A company is considered Cyprus tax resident, if it is managed and controlled from Cyprus. One if the ways to prove it is to have the majority of the Board of Directors live and work on the island.
Therefore, often times, foreign clients appoint Cyprus nominee directors and fully enjoy the advantages of the local tax system (e.g. 12.5% corporate tax).
The 4 typical obligations of a Cyprus company are:
- Filed every year with the Registrar of Companies. It outlines any changes that took place on the shareholding, directors, secretary of the company
- Filed quarterly with the VAT department. As of recently, every Cyprus company is required to be registered with the VAT department and, if applicable, file the VAT reports
- They must be prepared and filed with the Registrar of Companies and the Inland Revenue Department every year
- Every Company, deriving income from sources both within and outside Cyprus, has to maintain books and records on basis of which financial statements are prepared for each year of assessment.
- For Companies, that fulfil exemption criteria, tax return is prepared on basis of audited financial statements.