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Company Formation in Cyprus

Entity Type: Private Limited Company


Name Details

Does the name of the company require approval by the Registry or other authorities?

The name of the company requires approval by the Cyprus Companies Registrar who has full discretion to decide whether a name is desirable or not.

How many prospective names will you require?

Usually require two alternatives in priority order. If approval cannot be obtained because there is a company already incorporated and bearing the same or similar name the second alternative is used.

Are there any restrictions or limitations on words that can be used in company names?

No but the company name should include “limited”.

Address Details

Does the company need to provide a registered address?

Yes.

Are there any limitations on the registered address (i.e. must be in-country, must not be a PO box)

It should be within Cyprus and a full descriptive address should be provided (not merely a P.O. Box).

If the client has no physical location incountry, can they use your address for the purposes of registration?

Yes, subject to the incurrence of an extra fee which amounts to Euro 500 annually.

Officer Details

How many Directors are required?

One director at least is required but he cannot act simultaneously as Director and Secretary. In the instance of a sole member company, that Member can act as director and secretary.

Are any other officers required (i.e. Secretary)?

Secretary.

What personal details will you need for each officer?

The Cyprus Companies Registrar requires standard personal information:

Name; Identity/passport number; Address; Profession; Date of birth; Whether he/she is acting as a director for another entity and Nationality

Counsel request that they are provided with the following copies of the beneficial owner and of the directors of the company in case they will be offering any nominee services to the company:

Copy of the passport certified as true copy of the original by a certifying officer or certified as such by the introducer.

Copy of an utility bill (indicating the residential address) certified as true copy of the original by a certifying officer or certified as such by the introducer.

A reference letter.

Is there a requirement for any in country resident directors?

No. However, the majority of the directors should be Cyprus residents where the company wishes to be considered Cyprus tax resident for taxation purposes (see “Director Change” topic, section A). Therefore, if the client opts out for a sole director, then the director should reside in Cyprus.

Do you need proof of address or Identity for officers? If YES, in what format?

Yes
Please refer above.

Shareholders Details

How many shareholders are required?

A private limited company can have from 1 to 50 members. A private limited company cannot have more than 50 members. (Joint holders are treated as a single member.

Are there any restrictions on who can be a shareholder?

No.

What information will you require about shareholder?

The following will need to be provided:

If the shareholder is a physical person :

a. Name;
b. Address;
c. Certified true copy of their passport;
d. Percentage shareholding; and
e. Reference letter to be provided either by a bank, or a professional accountant or lawyer or existing client.

A Declaration of Individual Foreign Beneficial Owner and a certified true copy of a utility bill indicating his/her residential address is required if nominee services are being offered to the client.

If the shareholder is a corporate entity:

a. Certificate of incorporation;
b. List of directors/ secretary/ registered office address/ telephone and fax details and the contact
person’s name;
c. List of shareholders- if any of the shares are held by nominees we require the trust declarations; d. contact details of each shareholder;
e. Copy of the latest financial statements as prepared;

If counsel are to provide nominee services they additionally require the corporate shareholders to complete and execute a Declaration of Corporate Shareholder. Furthermore, the shareholders of the corporate shareholder should complete and execute the Declaration of Individual Foreign Beneficial Owner.In addition, the Directors and the Authorised Signatories are requested to complete and execute respective declarations and counsel may be asking for additional KYC information and documentation.

Will you require proof of address or ID from the shareholders?

Please see above.

Share Capital

Will the company need to specify a maximum number of shares that can be issued?

No.

Is there a minimum number of shares that must be issued?

No.

Is any stamp duty paid on the issued share capital? If YES, at what rate is this calculated.

Stamp duty is paid upon the incorporation of the company and in the instance in which the authorized share capital of the company is increased. Upon incorporation there is a flat fee of €102.52 plus a percentage charged depending on the amount of nominal capital of the company which amounts to 0.6%. This 0.6% also applies in case there will be an increase of capital of the company. Therefore, for example, if you choose to increase the share capital from 100 ordinary shares of Euro 1 each to 1000 ordinary shares of Euro 1 each then the stamp duty will be calculated as follows: 900 Euro (which represents the nominal value of the 900 shares by which the share capital is increased) multiplied by 0.6%. An alternative, which is customarily applied, is issuing shares at a premium. In that instance, the duty will be calculated on the nominal value of the shares and not on the premium value.

Other Details

Do you require any further information about the company or its officers? If YES, please specify.

We will require for the purpose of our own records to be provided with information as to the expected annual turnover of the company and to be also provided with a description and nature of the company’s business and sources of its assets.

Procedure

According to Cyprus Law, an application for the formation and registration of a company must be carried out through a Cyprus Law Firm. The formation procedure is as follows:

Approval of the name of the company- an application is filed with the Cyprus Companies Registrar;

Preparation and printing of the Memorandum and Articles of Association of the company in both Greek and English (regarding the English version it is subject to the request of the client);

Counsel draft and file the following documents with the Registrar of Companies: Memorandum and Articles of Association of the company (in Greek) and if requested the said version will also be translated and filed in English;

The following forms are to be filed with the Cyprus Companies Registrar for the purposes of effecting the incorporation:
HE1- pursuant to which it is declared that the Lawyer who has signed the form was entrusted with the task of incorporating the said company and that the said company abides by the requirements of the Cyprus Companies Law regarding all matters which are related with the incorporation of the Company;
HE2- pursuant to which the address of the registered office of the Company is declared;
HE3- pursuant to which the names of the Directors and Secretary are provided as well as all the relevant personal information relating to the said directors and Secretary;

Payment of the stamp duty provided in section E of this Template.

As soon as registration of the company is effected, the Registrar of Companies will provide the Certificate of Registration in Greek and a copy in English (if requested), as well as certified copies of the list of directors and secretary, shareholders, registered office, Memorandum and Articles of Association and a Certificate of Good Standing of the Company (if requested). As soon as the Certificate of Incorporation of the Company is issued, the company can arrange for the first meeting of the directors for statutory matters, such as appointment of auditors, appointment of legal adviser, opening bank accounts and of the Memorandum and Articles of Association, appointment of the secretary etc.

Timescale

How long will it take to complete incorporation?

Incorporation will take up to 2 to 3 weeks.

Is there any way to expedite the incorporation for an extra fee?

Can address a letter to the Cyprus Companies Registrar providing the reasons for which the incorporation should be expedited.


Latest version updated 2nd May 2018

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