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Company registration in Cyprus

If you have decided to bring your business to the international arena and have chosen this promising jurisdiction, the first thing you have to do is to register an enterprise in Cyprus. At the same time, it is important to understand that the registration procedure, as well as the list of documents and requirements will differ depending on the chosen legal form. Subject to local law, this may be a company limited by shares (in which the liability of the members depends on the par value of the shares they hold) or a company limited by guarantee (the liability of the members is determined by the amount of their contribution). In addition, a Cypriot firm may be private or public, which means that it may not or may not be able to offer its shares or debentures to the general public.

Procedure for registering a Public Company Limited by Shares

The registration procedure consists of five steps:

  1. Company name reservation and initial approval from the Registrar of Companies (1 day)

    The standard application for name approval is submitted in person or by mail to the Cypriot one-stop-shop. The application can also be submitted electronically to the Registrar of Companies and the Official Receiver through the website form: https://efiling.drcor.mcit.gov.cy

    The cost is 30 euros and consists of a mandatory payment of 10 euros and an additional payment of 20 euros to speed up the procedure.

  2. Preparation by a lawyer of the Memorandum and Articles of Association of the company (1 day).

    The Registrar of Companies does not have a standard form for the Memorandum and Articles of Association. Companies Law provides a general template applicable to any type of business. Lawyers are required by law to draw up the Memorandum of Association and Articles of Association, and sign the relevant declaration.

  3. Submission of documents to the Department of registration and liquidation of companies (2 days).

    Documents certified by an advocate/lawyer entered in a special register can be submitted in person or online in the following format:

    • declaration form (??1 attorney/lawyer affidavit signed by the county court clerk);
    • form concerning the legal address (HE2); details of directors and secretaries (HE3);
    • a list of persons who agree to act as directors of a public company;
    • the original of the Memorandum and Articles of Association;
    • one-stop-shop application for registration of a legal entity (when submitted through a one-stop-shop);
    • commission of 105 euros, annual registration tax of 0.6% of the share capital, 60 euros for completing the accompanying documents, an additional 100 euros for the expedited procedure (paid in cash, check or bank transfer).

    Please note that the one-stop-shop only accepts applications with an expediting fee, as well as those with the above application.

    Upon completion of registration, a Certificate of Registration is issued. Upon request and upon payment of the amount of 220 euros, the following documents and/or their certified copies can be issued:

    • Shareholders certificate;
    • Certificate of directors and secretaries;
    • Legal address certificate;
    • a certified copy of the Memorandum and Articles of Association;
    • a certified copy of the Registration Certificate.
  4. Registration with the Tax Department to obtain an individual tax number (TIN) and a VAT number.

    On July 1, 2014, the Tax Department was created, which combined the Department of Internal Taxes and the VAT Service. Registration with the Tax Department can be done in person or online. Online registration requires an electronic signature.

    In both cases, you must provide:

    • Form 162 to register as a taxpayer and obtain a TIN.
    • Form 101 for registration (and activation of TIN) as a VAT payer. This registration is made after reaching the VAT threshold or by voluntary registration.

    Companies can register online at: http://www.businessincyprus.gov.cy/mcit/psc/psc.nsf/All/749FC411823BDD31C225785600375018?OpenDocument

  5. Registration for making social contributions at the Ministry of Labour, Social Security and Social Insurance (1 day, simultaneously with the previous procedure).

    Registration for social contributions with the Ministry of Labor can be done online at: https://www.pay.sid.mlsi.gov.cy/sisweb3/index.jsp

Requirements to the authorized capital and shares

  • The minimum share capital is EUR 25,629.
  • Shares can be divided into classes and series, as well as provide for special property rights.
  • A company must issue a prospectus or statement in lieu of it before issuing shares or bonds.

Requirements for the Director

  • When registering an enterprise or any change of director, information about the latter is submitted to an open state register and is public.
  • The company must have a secretary who keeps the seal of the secretary and the seal of the company.
  • The company must have at least two directors.
  • There is no requirement for residency of directors, but it should be taken into account that it affects the residency of the company.

Beneficiary

  • The beneficiary is the actual owner of the company, who can manage it directly or with the help of a nominee service (through a nominee director or shareholder).
  • Information about the beneficiary is stored in the office of professional intermediaries, but is not submitted to the public register and is not subject to disclosure.

Requirements for shareholders

  • Shareholders of the company can be both individuals and legal entities.
  • The shareholders of the company can be both residents and non-residents of Cyprus.
  • The minimum number of shareholders is 7, the maximum is not limited.
  • Information about shareholders and the share of ownership of each of them is submitted to the open state register and is publicly available. Information about shareholders is also indicated in the Certificate of Shareholders.

Office of the company

  • There is no requirement to have an enterprise office in Cyprus.
  • The presence of an office in Cyprus determines the residency of the company and allows you to take advantage of all the benefits of companies that are residents of Cyprus.
  • Information about the legal address is recorded during the registration of the company in the Certificate of Legal Address.

Reporting, audit

  • The directors of each company are responsible for maintaining proper accounting records and ensuring that a complete set of financial statements is prepared that gives a true and fair view in accordance with International Financial Reporting Standards (IFRS).
  • The financial statements are accompanied by a management report prepared by the directors.
  • The financial statements must be verified and signed by an auditor licensed in Cyprus. The audit is carried out in accordance with the International Standards on Auditing (ISA).
  • The financial statements must be presented to the shareholders at the annual general meeting. The first meeting of the company may be held within 18 months from the date of registration of the Company.
  • Subsequently, the general meeting of shareholders must be held within 15 months from the date of the previous annual meeting.
  • Some text
  • All companies registered in Cyprus, along with annual financial statements with an audit report, are required to submit to the Registrar of Companies an annual declaration, which includes income, details of the registered office, shareholders, directors, company secretary, etc.

Registration Procedure for a Private Company Limited by Shares

The registration procedure consists of five steps:

  1. Company name reservation and initial approval from the Registrar of Companies (1 day).

    A standard name approval application is submitted in person or by mail to the Cyprus One Stop Shop. The application can also be submitted electronically to the Registrar of Companies and the Official Receiver by completing the form on the website https://efiling.drcor.mcit.gov.cy

    The cost is 30 euros and consists of a mandatory payment of 10 euros and an additional payment of 20 euros to speed up the procedure.

  2. Preparation by a lawyer of the Memorandum and Articles of Association of the company (1 day).

    The Registrar of Companies does not have a standard form for the Memorandum and Articles of Association. Companies Law provides a general template applicable to any type of business. Lawyers are required by law to draw up the Memorandum of Association and Articles of Association, and sign the relevant declaration.

  3. Submission of documents to the Department of registration and liquidation of companies (2 days).

    Documents certified by an advocate/lawyer entered in a special register can be submitted in person or online in the following format:

    • declaration form (??1 attorney/lawyer affidavit signed by the county court clerk);
    • form concerning the legal address (HE2);
    • details of directors and secretaries (HE3);
    • originals of the Memorandum and Articles of Association (by law must be drawn up by an authorized / registered lawyer);
    • one-stop-shop application for registration of a legal entity (when submitted through a one-stop-shop);
    • commission of 105 euros, annual registration tax of 0.6% of the share capital, 60 euros for completing the accompanying documents, an additional 100 euros for the expedited procedure (paid in cash, check or bank transfer).

    Please note that the one-stop-shop only accepts applications with an expediting fee and the above application.

    Upon completion of registration, a Certificate of Registration is issued. Upon request and upon payment of the amount of 220 Euro, the following documents and / or their certified copies can be issued:

    • Shareholders certificate;
    • Certificate of directors and secretaries;
    • Legal address certificate;
    • a certified copy of the Memorandum and Articles of Association;
    • a certified copy of the Registration Certificate.
  4. Registration with the Tax Department to obtain an individual tax number (TIN) and a VAT number.

    On July 1, 2014, the Tax Department was created, which combined the Department of Internal Taxes and the VAT Service.

    Registration with the Tax Department can be done in person or online. Online registration requires an electronic signature. In both cases, you must provide:

    • Form 162 to register as a taxpayer and obtain a TIN.
    • Form 101 for registration (and activation of TIN) as a VAT payer. This registration is made after reaching the VAT threshold or by voluntary registration.

    Companies can register online at the following link: http://www.businessincyprus.gov.cy/mcit/psc/psc.nsf/All/749FC411823B DD31C225785600375018?OpenDocument

  5. Registration for making social contributions at the Ministry of Labor, Social Security and Social Insurance (1 day, simultaneously with the previous procedure)

    Registration for social contributions with the Ministry of Labor can be done online at: https://www.pay.sid.mlsi.gov.cy/sisweb3/index.jsp

Requirements to the authorized capital and shares

  • There are no requirements for the size of the authorized capital, but in practice it is customary to have an authorized capital of EUR 1,000.
  • Shares may be divided into classes and series, may provide for special property rights.
  • It is prohibited to issue bearer shares.
  • A company must issue a prospectus or statement in lieu of a prospectus before issuing shares or bonds.

Requirements for the Director

  • The company must have one director.
  • There is no requirement for director residency, but it should be taken into account that it affects the residency of the company.
  • When registering a company or any change of director, information about him is submitted to an open state register and is public.
  • The company must have a secretary who keeps the seal of the secretary and the seal of the company.

Beneficiary

  • The beneficiary is the actual owner of the company, who can manage it directly or with the help of a nominee service (through a nominee director or shareholder).
  • Information about the beneficiary is stored in the office of professional intermediaries, but is not submitted to the open Register and is not subject to disclosure.

Requirements for shareholders

  • Shareholders of the company can be both individuals and legal entities.
  • The shareholders of the company can be both residents and non-residents of Cyprus.
  • The minimum number of shareholders is 1, the maximum is 50.
  • Information about shareholders and the share of ownership of each of them is submitted to the open state register and is publicly available. Information about shareholders is also indicated in the Certificate of Shareholders.

Office of the company

  • There is no requirement to have a company office in Cyprus.
  • The presence of an office in Cyprus determines the residency of the company and allows you to take advantage of all the benefits of companies that are residents of Cyprus.
  • Information about the legal address is recorded during the registration of the company in the Certificate of Legal Address.

Reporting, audit

  • The directors of each company are responsible for maintaining proper accounting records and ensuring that a complete set of financial statements is prepared that gives a true and fair view in accordance with International Financial Reporting Standards (IFRS).
  • The financial statements are accompanied by a management report prepared by the directors.
  • The financial statements must be verified and signed by an auditor licensed in Cyprus. The audit must be conducted in accordance with the International Standards on Auditing (ISA).
  • The financial statements must be presented to the shareholders at the annual general meeting. The first meeting of the company can be held within 18 months from the date of registration of the company. Subsequently, the general meeting of shareholders must be held within 15 months from the date of the previous annual meeting.
  • The tax authorities require active companies to also file financial statements that form the basis of the tax return
  • All companies registered in Cyprus, along with annual financial statements with an audit report, are required to submit to the Registrar of Companies an annual declaration, which includes income, details of the registered office, shareholders, directors, company secretary, etc.
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