Cyprus international business
companies may have the following legal forms:
• Limited company
• Partnership
• Branch
The Cyprus Laws, governing the aforementioned legal
forms are identical to the Laws of the United Kingdom.
Most of the IBCs are limited companies and only a
small percentage is in the form of branches or partnerships
mainly because their legal status and financial liabilities
are ultimately the same as their beneficial owners.
The procedure of registration is simple and quick
and can be completed within a period of one to maximum
three weeks as outlined below. However, "off-the
shelf" companies are always available. If it
is considered necessary, the name of the company can
be changed at a later date. In such cases, the time
scale to incorporate a company will not be more than
three days.
What should one do to register
an international business company in Cyprus
• Name of the company: A company
name must be chosen and approved by the Registrar
of Companies. This procedure usually takes 2-4 days;
Our firm has a list of approved names to choose from,
if you so wish and so to avoid this procedure and
speed up the registration of the company.
• Central Bank Approval: Under
the Cyprus Exchange Control Laws, the establishment
of an international business company in Cyprus requires
the prior permission of the Central Bank of Cyprus,
which exercises a supervisory function in order to
ensure that permission is given only to reputable
persons. To this end, the Central Bank requires
satisfactory bank reference as to the trustworthiness
of the beneficial shareholders.
The permission of the Central Bank, which is usually
readily obtained, provided a satisfactory bank reference
is presented, stipulates the following conditions:
• The business must be confined to activities outside
Cyprus.
• The ownership must at all times be held beneficially
by non-residents.
• No finance can be obtained from local organizations
other than from an Offshore Banking Unit.
• All local expenses must be covered from funds to
be imported from external sources.
• Annual audited accounts and other required information
must be submitted to the Central Bank regularly.
• Foreign funds imported and converted to the local
currency must be reported to the Central Bank regularly.
• Memorandum and Articles of Association:
To register a limited company Memorandum
and Articles of Association must be prepared and filed
at the Office of the Registrar of Companies; the former
specifies the activities in which the company may
engage and the latter specify the rules governing
the internal management of the company.
• Authorised and issued share capital:
There is no minimum capital requirement by law but
the Central Bank recommends that the minimum authorized,
issued and paid up share capital of a Cyprus international
business company not be less than CYP 1000. However
if the company wishes to maintain a physical presence
in Cyprus, then the minimum share capital should be
CYP 10000.
• Shareholders: The names of the
shareholders (at least one) address and nationality
must be submitted to the Registrar together with copy
of passport. However, the participation of non-residents
must first be approved by the Central Bank of Cyprus.
If anonymity is required, the shares may be held by
one of the trustees companies provided by our firm.
• Directors of the company: The
minimum number of directors is one. The full name,
nationality, residential address and occupation together
with copy of the passport are required. Local directors
can be recommended.
• Company secretary: A Cyprus company
must have a secretary by law who can be a legal or
natural entity, resident or non-resident. Our firm
can provide you with a company secretary at a reasonable
fee.
• Registered office: Every company
is required to have a registered office and address
in Cyprus which should be notified at the Registrar's
Office.
Other important information
concerning the operation of the offshore enterprise
• Offices in Cyprus: It is the
company's decision whether or not to maintain offices
in Cyprus. In the case they decide not to establish
an office in Cyprus, our firm can provide full day-to-day
running and operation support of the company including
accounting, payroll and international trade facilitating
services.
• Financial requirements: Every
company should maintain proper books of account and
audited financial reports must be prepared not later
than eighteen months after incorporation and subsequently
once a year. These financial reports must also be
submitted to the Tax Authorities and the Central Bank,
not later than 12 months after the year end.
• Annual return: The company's
secretary must file with the Registrar of Companies
an annual return, which basically summarises all the
information already mentioned with respect to the
company's members, share capital and charges. Both
the financial statements and the annual reports are
submitted by our firm to the respective authorities.
• Meetings: Company meetings need
not be held in Cyprus
