Cyprus Company Formation

The Cyprus Companies Law Cap 113, provides for a minimum of one share and at least one registered shareholder for private limited liability companies. It is customary to have an authorized share capital of €1,000 and an issued share capital of €1,000. Nominee shareholders are allowed and widely used, and the ultimate beneficiary owner is not appearing in any public record. A foreign corporate or individual shareholder is also permitted. The liability of the shareholders for the company is limited to the amount of their respective shareholdings.

As regards the directorship, at least one Director and one Secretary, individuals, or corporate entities, must be appointed. A foreign director is permitted; however it is advisable to appoint Cypriot individuals or corporate entities, in order to have effective management and control in Cyprus and benefits the tax advantages. Moreover, the registered office of the company must be in Cyprus. The registered office address is the official address of the company where the statutory books, registers, and the seal of the company should be kept.

Establishment of the Company

A Cyprus Limited Company shall be established in Cyprus which will be able to carry out the desired services worldwide.

Company’s name application

This phase consists of applying for the company’s name approval. It is the most important stage in order to initiate the incorporation procedure. Hence, the name should be unique and in line with the Registrar of Companies policies. After confirming from the Registrar that the proposed name does not already exist, then we should proceed with the name reservation at the Registrar’s office. The registered name of a company may change at any time.

Time required: with the accelerated procedure, the company name registration at the Registrar takes approximately 2-4 working days. With the normal procedure, possible only through the Registrar, the duration is approximately 1 month.

Registration of the Cyprus Company

– This phase consists of collecting and drafting the official documents that are required for the incorporation of the Cyprus Company and in undertaking the registration procedure:
– Drafting of the Memorandum and Articles of Association in Greek/English. The powers and objects of a Limited Company in Cyprus are contained within the Memorandum of Association and must be specific. A company cannot undertake the businesses of banking and insurance, or the render financial services to the public, unless special permission is granted.
– HE1 form signed and stamped at the District Court by a lawyer, confirming the name of the company and that all the provisions of Law were fulfilled in connection with the establishment of the Cyprus Company.
– Preparation of the relevant Form (HE3) with the personal details of the Director(s) and the Secretary(ies) of the Cyprus Company.
– Preparation of the Relevant Form (HE2)with the Registered Office Address of the Cyprus Company.
– Filing of the Memorandum and Articles of Association along with the other Forms and documents with the Registrar of Companies for the registration of the Cyprus Company.
– Filing application and payment of acceleration fees to the Registrar of Companies for the acceleration of the registration of the Cyprus Company.

Issuance and collection from the Registrar of Companies of the following documents:

– Memorandum and Articles of Association in Greek certified by the Registrar of Companies.
– Memorandum and Articles of Association in English certified by a lawyer.
– Registration Certificate-Certificate of Incorporation.
– Certificate of the Registered Office of the Cyprus Company.
– Certificate of the Shareholders of the Cyprus Company.
– Certificate of the Directors and the Secretary of the Cyprus Company.

The company must hold an Annual General Meeting each year. No more than 15 months must lapse between one AGM and the following one. The first AGM may be held within a time limit of 18 months from the incorporation of the company.

Drafting of the following documents, as applicable:
– Declaration of Trust signed by the nominee(s) shareholder(s) and/or the Ultimate Beneficial Owner.
– Letter of Indemnity of the beneficial owner confirming to the nominee(s) shareholder(s) and director(s) that he will not violate the Law or use the Company in any wrong or illegal way.

Time required: this refers to the duration of the process from the point where we request the client to provide us all the documents necessary, to the point where the application package is complete and ready for submission. This can be varying considerably, depending entirely on the time it will take you to provide us all information & documentation needed. Once everything is received, it needs 10 to 12 working days to complete the process of the incorporation procedure.

According to Article 119 of the Cyprus Companies Law Cap 113, a Cyprus Limited Company is obliged to file yearly its financial statements along with HE32 forms, stating the company structure of the entity at the time of the preparation of the financial statements. Failure to submit this may amount to penalties upon the entity and possible voluntary strike off by the Registrar of Companies.

According to the Companies Law Cap 113, a Cyprus Limited Company is obliged to pay every year at the registrar of companies, annual levy, for the total amount of €350. After the year of registration of the company, the annual levy has to be paid the latest by 30th of June of each year.

How we can help you

If you are considering forming a business or you need expert help with company registration in Cyprus, LegalGenius™ is ready to assist you with its skilled team of lawyers, consultants and tax experts. We are committed to making the process as stress-free and streamlined as possible for you, and we will take care of all your document preparation and administrative tasks regarding the registration forms, payment of government fees, local address registration, banking support, etc., whilst always keeping your exact objectives and unique vision in mind throughout the process.

Please use our Company Formation Wizard if you would like to set up your registered company in Cyprus or if you would like to know the costs involved prior to proceeding with our exceptional services. For other queries and special requests for complex or customised company formation services, please contact us at legal@7geniusgroup.com