Private Company Limited by Shares

Registration procedure. The registration procedure consists of five stages:

1. Reserving a company name and obtaining an initial permit from the Registrar of Companies (1 day)

   A standard application for name approval is submitted in person or by mail to the Cyprus "single window". The application can also be submitted electronically to the Registrar of Companies and the Official Liquidator by filling it out electronically on the website https://efiling.drcor.mcit.gov.cy. The cost is 30 Euros, which 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 Company's Articles of Association and Articles of Incorporation (1 day)

   The Registrar of Companies does not have a standard form for the Articles of Incorporation and Articles of Association. Company law provides a general template applicable to any type of activity. It is a legislative requirement that lawyers draw up the Constituent Agreement and the Articles of Association, which must also sign the corresponding declaration.

3. Submission of documents to the Department of Companies, Department of Registration and Liquidation of Companies (2 days)

   Documents certified by an attorney/lawyer entered in the special register can be submitted in person or online in the following composition:

   • Declaration Form (ΗΕ1 attorney/lawyer affidavit signed by the clerk of the district court);
   • Legal address form (HE2);
   • Details of directors and secretaries (HE3);
   • Original Memorandum and Articles of Association (by law must be drawn up by an authorized/registered lawyer);
   • Single window application for registration of a legal entity (when submitted through a single window);
   • 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 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, they must be provided:

   • 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 email address: http://www.businessincyprus.gov.cy/mcit/psc/psc.nsf/All/749FC411823BDD31C225785600375018?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, however, 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 any of its shares or bonds.

   Requirements for the Director

   • To have one director;
   • There is no requirement for the residency of the director, but it should be taken into account that the residency of the director affects the residency of the company;
   • Information about the director when registering a company or any replacement of a director 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 founder

   • Shareholders of the company can be both natural persons 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 - 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 are prepared that give 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 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;
   • The tax authorities require active companies to also file their financial statements, which form the basis for the company's tax return.
   • All companies registered in Cyprus, along with annual financial statements with an audit report to the Registrar of Companies, are required to file an annual return, which includes income, details of the registered office, shareholders, directors, company secretary, etc.