Cyprus is a long established reputable International Financial Center. Cyprus is a member state of the EU since 2004 and in full compliance with OECD requirements and offers the lowest tax rate (12.5%) in EU with an extensive network of double taxation treaties which enhance its competitiveness and make it an attractive financial center through which to conduct international business.
Tax costs play a significant role in investment decisions. Investors aim in maximising after tax return on investment. Therefore investment structures which have the least tax leakage are preferred by investors and are recommended by the advisors.
As such, a Cyprus company can be utilised in structures exploiting local tax legislation and collect income which is taxed at lower rates. Withholding tax is eliminated or reduced under double tax treaties or under EU directives. The income can then be repatriated in any form the investor wishes without withholding tax.
A Cyprus company is suitable both for EU inbound and outbound investments. There are no investment activities which are inappropriate for the Cyprus tax environment. However, there are investment activities which are indeed ideally suited to the Cyprus tax environment such as:
- Holding Company
- Trading Company
- Securities Trading Company
- Foreign Permanent Establishment
- Finance Company
- Employment Company
- Royalty Company
- Real Estate Company
Registration of a company
Before any other steps are taken with regard to the incorporation of a company, the Registrar of Companies must be approached to ascertain whether the name by which the company is proposed to be incorporated is acceptable.
The Registrar will not accept a name if:
- it is too similar to the name of an existing company
- it is considered to be misleading (for example if the name of a company with small resources suggests that it is trading on a great scale or over a wide field)
- it suggests a royal connection (for example names containing such words as “Royal”, “King”, “Queen”, “Crown” etc)
- it includes any of the following words: “Imperial”, “National”, “Corporation”, “Commonwealth”, “Co-operative”
Having in mind the above restrictions it is desirable to submit for approval to the Registrar two or three alternatives to the first choice of name, as experience has shown that this can save time.
Where the proposed Cyprus Company is intended to have a similar name to that of its parent company, the Registrar will require the consent of the parent company for the use of such name.
Filling of the memorandum and articles of association
In order to register a company the memorandum and articles of association must be submitted for filling with the Registrar of Companies.
Memorandum of association
The memorandum must contain the following information:
- the name of the company with “Limited” as the last word
- the situation of the registered office
- the objects of the company, which it is advisable that they should be as wide as possible so as to enable the company to engage in any kind of business or activity, without this being ultra-virus (beyond the powers of) the company and, therefore, void
- a statement that the liability of the members is limited by shares or by guarantee
- the amount of the share capital
- the subscribers to the memorandum together with the number of shares for which they have subscribed
Articles of Association
The articles contain rules governing the internal management of the company and regulating the rights of its members among themselves. The articles may be altered or added to by means of a special resolution, which requires a majority vote of over 75 per cent of the member.
The articles deal with matters such as:
- general meetings of the company
- voting rights of members
- transfer of shares
- appointment and powers of directors
- accounts and audit
Specimen memorandum and articles of association which have been prepared after careful study by lawyers can be made available, but care should be taken that the first few main object clauses are tailored to the specific circumstances and main business objects of the company.
Share capital requirements
There is no legal requirement as to the minimum or maximum share capital of the company. It is recommended that the authorised share capital should be at least €1.000 which may conveniently be divided into 1.000 shares of €1 each.
Under Cypriot law, every company, limited by shares, must have at least one shareholder. If anonymity is required, the shares may be held by trustee companies in trust for the beneficial owners without public disclosure of the owners’ identity. Trustee companies may be provided by reputable service providers recommended by ourselves.
Bank references for each beneficial shareholder are required.
The following information is required for each shareholder:
- Full name
- Residential and business address
- Date of birth
- Details of past and existing business activities and sources of income with supporting evidence (eg. financial statements of owned companies)
- Exact description of the activities to be carried out by the proposed Cypriot company
- Number of shares to be held
- Copy of passport
- For corporate shareholders, copy of the statutory documents and the most recent financial Statements
If the shareholders are not already clients of our office, an additional reference from a lawyer or professional adviser may be necessary.
Appointment of directors
The manner of appointment of directors is laid down in the articles of association. Whatever these may provide, the ultimate control for the appointment and removal of director’s vests with the members of the company. The articles of association may, in certain cases, name the first directors of the company, who thus become directors from the date of incorporation.
Alternatively, and more commonly, the articles may provide that the names of the first directors be determined by the subscribers to the memorandum, who in fact are the first members.
From a tax planning point of view it is important that the company is managed and controlled in Cyprus and, accordingly, it is recommended that the majority of the directors appointed are Cyprus residents. It is sometimes desirable that expatriate directors are also appointed, but it is advisable that the number of the intended expatriate director’s resident in a particular country is always below the minimum number necessary to constitute a quorum.
With regard to the appointment of directors the following particulars are required:
- full name (initials are not sufficient)
- residential address
- date of birth
- passport number for expatriate, ID number for Cypriot companies
It is advisable to ensure that upon the incorporation of the company its beneficial owners or other appropriate officials are provided with copies of all corporate documents, properly legalized and translated where appropriate, from Greek into English or any other language. Such corporate documents normally comprise:
- certificate of incorporation
- memorandum and articles of association
- address of the company’s registered office
- the first of directors, secretary and shareholders
- share certificates
- statutory and other necessary minutes of the meetings of the directors and shareholders
- letterheads, invoices and other company stationery
- any other documents pertaining to the company’s activities up to the date of its establishment
Appointment of secretary
The appointment of the secretary is made by the directors and the articles of association should normally contain an appropriate provision to this effect. The existence of a secretary is a requirement of the law. For practical purposes a body corporate (i.e. a company) may be appointed secretary. A number of secretarial companies which can act as secretaries to Cyprus companies are available and operate satisfactorily.
Every company must have a registered office from the day it commences business or from the fourteenth day after its incorporation, whichever is earlier. The registered office is the place where writs, summonses, notices, orders and other official documents can be served upon the company. The registered office is usually the place where the company’s Register of Members is kept, unless the company informs the Registrar of Companies of another place.
Period needed for registering a company
The formation and registration procedures, including various administrative needs such as printing of the company’s letterheads, opening of statutory books and the opening of the required bank accounts, up to the time the certificate of incorporation is issued, can normally be completed within a period of a week.
Bankers, currency and signatories
The company may open bank accounts with any bank in most of the main currencies and money transfers can be affected without foreign exchange restrictions. Bank signatories can be provided locally, if necessary.
Certificate of incorporation
Once the Registrar of Companies has been satisfied that the documents lodged in relations to a proposed company are in order, a certificate of incorporation will be issued, whereupon the company becomes a corporate body, having an independent legal existence quite distinct from the shareholders composing it.
The minimum annual fixed costs for keeping the company in good standing may be summarised as follows:
Nominee Directors’ fees
Nominee Secretarial fees
Nominee Shareholder’s fees
Registered office address
Minimum maintenance fees
Other costs calculated on a time basis
Professional fees are normally determined on a time-spent basis, which depends on the volume and complexity of the transactions involved. Fees for audit, accountancy and bookkeeping services and fees for processing payrolls, for attending to personnel matters and other related services are very competitive.
Day-to-day management of the company
Our International Business Department (IBD), is capable of dealing with all the day-to day activities of any company, such as bank account monitoring, processing of bank transfers, payroll preparation, invoicing, preparation and review of agreements, bookkeeping, preparation of management reports and statutory financial statements, company secretarial and administration, tax and financial advice and other accounting and business administration.