Formation of a Limited Company in Cyprus
A Cypriot limited company features a low corporate tax rate of 12.5%, zero taxation on dividends for holding companies, and DTAs with over 60 countries worldwide.
As a fully-fledged member of the European Union and the Eurozone, it is an ideal solution as an EU intermediary or holding company, as well as a regional headquarters.
FACTS & INFO
The company name must end in “Limited” or "Ltd." (no other suffix is allowed) and must be approved by the Department of Registrar of Companies and Official Receiver. This procedure usually takes 2 to 4 business days.
MEMORANDUM AND ARTICLES OF ASSOCIATION
To register a company, a memorandum and articles of association must be prepared by a licensed law practitioner and filed at the registrar. 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 each.
DIRECTORS AND SECRETARY
Cypriot companies are managed and controlled by a board of directors. A 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 Cypriot company.
Management and control of the company will determine the tax status of the company. It is therefore customary for the majority of the directors to 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 limited 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 the company wishes to establish a fully-fledged office in Cyprus.
Company meetings need not be held in Cyprus.
The process normally takes between 2 and 3 weeks; however, a priority claim can be requested.
RECURRING MAINTENANCE FEES
As from the second year, there are recurring maintenance fees of €600 (excluding annual levy and VAT, if applicable). These include:
- Provision of registered office and registered address
- Provision of company secretary
Note: As from June 2011, all companies registered in Cyprus have to pay an annual government levy by 30th June of every year (irrespective of the date of incorporation). This levy of €350 is to be considered in good standing, and for the company name to be retained on the register maintained by the registrar.
According to Cypriot tax laws, companies are considered to be tax resident in Cyprus if the management and control of the company are in Cyprus and are taxed at 12.5% on profit. However, non-resident companies are not subject to Cypriot 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 cases, the company may not take advantage of the Cyprus double tax treaties network.
Cyprus has concluded double tax treaties with over 60 countries worldwide.
AUDIT AND ACCOUNTING
A Cyprus limited company must submit audited financial statements to local tax authorities and the Department of Registrar of Companies and Official Receiver. Company law requires that a company maintain proper accounting records in accordance with International Accounting Standards (IAS). The first reporting period can be up to 18 months from the date of incorporation and thereafter financial statements must be prepared annually. A Cypriot auditor is required to be appointed.
Our Services and Requirements
OUR SERVICES INCLUDE:
- Name check and approval
- Filling incorporation documents with the registrar of companies
- Registration forms
- Payment of government subscription tax on the authorised capital up to €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 of Cypriot tax number
- Rubber stamp
Please note: If applying for a corporate bank account outside of Cyprus, you will need to order a full set of apostilled company documents.
Please provide the following documents for all directors, shareholders, beneficial owners, and authorised signatories:
- Notarized copy of valid passport.
- Original or Certified copy of utility bill / bank statement (as verification of residential address, dated within three months).
- Original or certified copy of Banker’s reference letter (dated within three 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 one year).
IMPORTANT NOTE: LICENSABLE BUSINESS ACTIVITIES
If you conduct any activity without the required license or authorisation 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 are 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; 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 assistance in the 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 your order during checkout. Shipping costs for international courier services are set automatically depending on geographic zones.