Formation of Limited Liability Company in Cyprus
Easy and quick formation of a limited liability company within the European Union with a low corporate tax rate of 12,5%, zero taxation on dividends for holding companies and benefits of double taxation agreements with 44 countries worldwide. Cyprus Ltd is an ideal solution as an EU intermediary or holding company, as well as regional headquarters.
FACTS & INFO
A Company name must necessarily end in “LIMITED” or "LTD" (no other suffix is allowed) and must be approved by the Registrar of Companies. This procedure usually takes 2-4 business days.
MEMORANDUM AND ARTICLES OF ASSOCIATION
To register a Company, Memorandum and Articles of Association must be prepared by a licensed law practitioner and filed at the Office of the Registrar of Companies. The Memorandum specifies the activities in which the Company may engage and the Articles of Association specify the rules governing the internal management of the Company.
The number of shareholders in a Company may be from 1 to 50. A shareholder can be a physical or legal person of any nationality. Details of shareholders such as their name, address and nationality, are part of the public record, however they may avail themselves of a nominee service by appointing a nominee shareholder, which we can provide by virtue of an agreement or a Deed of Trust for a reasonable fee.
There are no minimum legal requirements as to the minimum or maximum share capital of a Cyprus private limited liability company. However, for practical purposes, it is recommended that companies be incorporated with a minimum share capital of €1.000 divided into 1.000 shares of €1,00 each.
DIRECTORS AND SECRETARY
Cyprus companies are managed and controlled by a board of directors. A Cyprus private company must have at least one director. There is no restriction as to the nationality of the directors and both physical and legal persons can be directors of a Cyprus company.
Management and control of a Cyprus company will determine the tax status of the company. It is therefore customary for the majority of the directors be Cypriot residents. In this case the company is regarded as resident in Cyprus for tax purposes.
Details of directors are part of public record; however our firm can provide a nominee director, if required, for a reasonable fee.
The company Secretary can be either an individual or a legal person and is responsible for administrative matters concerning the company.
Every Company is required to have a registered office and address in Cyprus which should be registered and updated at the Registrar’s Office.
OFFICES IN CYPRUS
A Cyprus company may operate from abroad or may have a fully-fledged office in Cyprus. There are certain regulations and procedures that must be fulfilled in case a businessman wishes to establish a fully-fledged office in Cyprus.
Company meetings need not be held in Cyprus.
Normally from 2 to 3 weeks, however a priority claim can be requested.
RECURRING MAINTENANCE FEES AS FROM 2ND YEAR
- Provision of registered office and registered address
- Provision of company Secretary
Note: Government Annual Levy. As from June 2011 all companies registered with the Registrar of Companies in Cyprus have to pay by 30th June of every year (irrespective of the date of incorporation) an annual levy of €350,00 in order to be considered in good standing and for their name to be retained on the register maintained by the Registrar of Companies .
BASIC TAX PRINCIPLES
According to Cyprus Tax laws, Cyprus Companies are considered to be Cyprus tax residents by default and are taxed at 12.5% on profit. However, non-resident Companies are not subject to Cyprus tax provided that the Company management and control are exercised outside Cyprus and the Company does not derive any income in Cyprus. It should be noted that in such case the Company might not take advantage of the Cyprus double tax treaties network.
FIXED ANNUAL LEVY
As from June 2011 all companies registered with the Registrar of Companies in Cyprus have to pay by 30th June of every year an annual levy of €350 in order to be considered in good standing and for their name to be retained on the register maintained by the Registrar of Companies.
DOUBLE TAXATION AGREEMENTS
Cyprus has concluded double tax treaties with: Austria, Armenia, Bulgaria, Belarus, Belgium, Canada, China, the Czech Republic, Denmark, Egypt, France, Germany, Greece, Hungary, India, Ireland, Italy, Kuwait, Kyrgyzstan, Lebanon, Malta, Mauritius, Moldova, Montenegro, Norway, Qatar, Poland, Romania, Russia, Singapore, Slovenia, South Africa, Sweden, Syria, San Marino, Serbia, Seychelles, Tadzhikistan, Thailand, Ukraine, United Arab Emirates, United Kingdom and USA.
FINANCIAL STATEMENTS AND AUDIT
A Cyprus Company must submit audited financial statements to local tax authorities and the Registrar of Companies. The Company Law requires that a Cyprus Company maintain proper accounting records in accordance with the International Accounting Standards. The first reporting period can be up to 18 months from the date of incorporation and thereafter financial statements must be prepared annually. A Cyprus auditor is required to be appointed.
Our Services & Requirements
OUR SERVICES FOR THE COMPANY FORMATION IN CYPRUS INCLUDE:
- Name check and approval
- Filling incorporation documents with the Registrar of Companies
- Registration Forms
- A standard set of original corporate documents
- Payment of government subscription tax on the authorized capital up to EUR 1,000
- Provision of registered office and registered address for one year
- Provision of company secretary for one year
- Registration with Cyprus Tax Department and obtaining a Cyprus tax number
- Rubber stamp
DOCUMENTS REQUIRED FOR THE COMPANY FORMATION
Please provide the following documents for all Directors, Shareholders, Beneficial Owners, Authorized Signatories:
- Notarized copy of valid passport.
- Original or Certified copy of utility bill / bank statement (as verification of residential address, dated within 3 months).
- Original or certified copy of Banker’s reference letter (dated within 3 months).
- In cases where shareholders and/or directors are corporate bodies, full apostilled set of corporate documents and Certificate of Good Standing (for companies registered more than 1 year).
IMPORTANT NOTE: LICENSABLE BUSINESS ACTIVITIES
If you conduct any activity without required license or authorization granted by a relevant authority in any jurisdiction, STARTING BUSINESS will not be able to assist you with the company formation or bank account opening related to such unlicensed activity.
Licensable activities include, but not limited to: provision of financial services involving trading/brokerage in foreign exchange, financial and commodity-based derivative instruments and other securities; offering investment advice to public; insurance and banking business; operation and administration of collective investment schemes and mutual funds; payment processing services; money exchange, money transmission or money brokering; asset management; safe custody services; gaming, gambling and lotteries.
Please contact us if you need our assistance in licensing of your financial, Forex brokerage or gambling company.
Shipping of corporate documents or banking kits to your destination requires an extra charge and will be automatically added to the invoice during checkout. Shipping costs for international courier services are set automatically and will be USD 130. Please be advised that there will be some exceptions where the fee might be higher.