- The incorporation procedure
The shareholders of the company must sign the Memorandum and Articles of Association in front of witnesses, and this document can then be filed with the Registrar of Companies, in order to register the company. Following registration, the Registrar issues the Certificate of Incorporation, together with separate documents confirming the details of the company’s secretary and director, registered address and shareholders. The original documents incorporating the company must be filed in Greek, but the certificates issued by the Registrar, can be in either Greek or English, according to the client’s request.
- Company type
Private limited company by shares.
- Source of corporate legislation
Company Law, Cap 113 as amended.
- Time required for registration:Approximately 2-3 weeks
- Can shelf companies be registered?
Yes, it is possible to register shelf companies.
- Possible suffixes to company name
Limited or Ltd.
- Restrictions on company names
All company names must be checked with, and receive the prior approval of the Registrar of Companies. Approval from the Registrar requires a minimum of 4 working days. The procedure is particularly strict in Cyprus, as approval will not be granted for names which already exist, or are conspicuously similar to existing company names. It is not possible to include in the name the words European, Euro, Royal, National, Global,Imperial, Cooperative, Investment, Financial, Trust, Insurance, Bank, Building Society, Municipal, Chamber of Commerce, or University, or any other word, syllable or prefix which the Registrar considers unsuitable. The use of certain expressions is only possible with strictly defined requirements on the basic capital. The expression “International”, for example, may only appear in a company name if the company has actual paid up capital of at least 500000 CYP (1 January 2008 irrecovable fix rate: CYP 0.585274 per EUR 1.00).
- Is it necessary to disclose the identity of the beneficial owners in advance?
No, as of September 2004 it is no longer necessary to disclose the details of the true beneficial owners to the Central Bank.
- Company activities
The company may, from the date of incorporation, do any of the things set down in the Memorandum & Articles of Association. The standard company Memorandum & Articles generally includes a very wide variety of activities. Therefore, the company being incorporated can carry out any trading, service, consultancy, investment or intermediary activities. Banking and insurance activities, however, together with related financial services, are subject to restrictions. Cyprus companies may only pursue
- these activities if they are in possession of a special licence.
- Minimum and maximum number of shareholders
The minimum number of shareholders in a private limited company by shares is 1, while the maximum number is 50. The shareholders of a Cyprus company may be both companies and private individuals alike.
- Minimum requirements on capitalisation
There are no minimum basic capital requirements for a private limited company by shares. It is a general practice to incorporate companies with 1000 shares capital.
- Is it possible to issue bearer shares?
No. A private limited company by shares may only issue registered shares.
- Requirements with regard to directors
The directors of the company may be legal or private persons of any nationality, without restriction.
- Minimum and maximum number of directors
Every company must have at least one director, and may not have more than thirty.
- Are corporate directors permitted?
Yes, but in practice it is more usual to have private individuals.
The directors are the people originally entrusted with the management of the company, and are appointed by the company’s shareholders. The rights and obligations of the directors are contained in the Memorandum and Articles of Association, and include among other things the following:Rights of attorneys:The directors may issue powers of attorney for concrete transactions, or for certain areas of the company’s activities, and the rights of the attorneys will be set down clearly in the power of attorney document. These activities may include, for example,some legal business of the company abroad (such as opening an office abroad, purchasing a foreign company etc.), trading transactions (such as purchase of real estate), and the opening and management of company bank accounts. In general, if a Cyprus company has Cypriot directors, they will no longer issue so-calledgeneral powers of attorney due to changes in the laws regarding the responsibilities of directors, and the place of management and controlContract-signing rights:The right to sign contracts is entrusted to the directors, though they may, through powers of attorney, further delegate this right, thus authorising an attorney to sign contracts.
The appointment and replacement of directors:The first director is appointed by the founder of the company. Subsequently, the shareholders have the right to remove (replace) the director, or, in the case of the death or resignation of a director, to appoint a new one. The Memorandum and Articles of Association may stipulate that a certain group of shareholders have responsibility for the appointment of directors (for example, shareholders with or without voting rights
A Cyprus company is considered resident for taxation purposes if the company’s place of management and control is in Cyprus. If the most important decisions regarding the company’s operation are taken in Cyprus, then the company’s place of management will be considered to be Cyprus. Registration of the country is not decisive.
According to the Law, the company must have at all times during its existence, without interruption, a company secretary. The secretary is responsible for preparing and signing the annual return, and for filing it with the tax authorities.
The company must have at all times during its existence a registered office on the island. This office may not be a P.O. BOX.
Exchange controlThere is temporary restrictive measures on transactions, were introduced by the Central Bank of Cyprus to control the export of capital form the country.
Opening of bank accounts
Cyprus companies are free to open bank accounts in any bank in any country, including Cyprus.
In keeping with Anglo-Saxon tradition, use of a dry seal is typical. At the discretion of the directors, a stamp may also be used just as freely.
Information publicly available on the company registerIn addition to the company name, headquarters, and date and number of incorporation, the details of the directors, company secretary and shareholders are publicly available on the companyregister. The details of the true beneficial owners, however, can not be obtained from the Registrar of Companies, as this type of information is not held by this body.