1. Legal Basis
The formation and operation of companies in Cyprus are governed by the Companies Law, Cap. 113, as amended.
2. Key Requirements
- A Company Name must be approved by the Registrar of Companies. The company’s name which must end with “Limited” or “Ltd”, cannot be identical or too similar to an existing name or misleading.
- The Company shall have at least one shareholder and maximum 50. The shareholders may either be natural or legal persons, Cypriot or foreign.
- A private limited liability company must have a minimum of one director, either a natural or legal person. There is no residency requirement, but management and control in Cyprus is crucial for tax residency purposes.
- The Company shall have a secretary (or two secretaries), who can be either a natural or legal person. In a single member private companies the sole director may also be a secretary.
- A Cypriot private limited liability company must have a physical address in Cyprus (not a P.O. Box).
- Τhe Company shall have a share capital for which there is not a legal minimum.
3. Memorandum & Articles of Association (M&A)
A Cypriot private limited liability company shall deliver to the Registrar of Companies for registration the Memorandum and Articles of Association. The Memorandum of Association shall mention the name of the company with the word “limited” or “ltd”, the objects of the Company, that each member undertakes to contribute to the assets of the Company in the event of its winding up, the amount of the share capital and its division to shares of a particular amount. The articles of association determine the regulations of the Company. Both documents shall be signed by the persons who set up the Company. Upon the registration of the Memorandum of Association the Registrar of Companies certifies that the Company has been incorporated.
4. Timeframes
The name approval usually takes 1–2 working days while the incorporation procedure takes approximately 7-10 days as from the submission of the relevant corporate documents to the Registrar of Companies.
5. Post-Incorporation
Following completion of the incorporation a Company is usually registered with theTax Department and obtains a Tax Identification Code (TIC). The Company may also be registered with the VAT authorities, open a bank account and keep accounting records, file annual returns (HE32) and audited financial statements.
6. Corporate Services
Our law firm will gladly provide all required legal support in the incorporation process as well as in the rendering of nominee services of directors, shareholders, secretary, and registered office and any other post-incorporation services that may be needed.