Cyprus - Procedure of Incorporation
The most popular type of Cyprus Company is a limited liability company. Cyprus Offshore Company Formation and administration is done under the Cyprus Company Law Cap.113 which is a virtual copy of the English Companies Act of 1948. The procedure for Incorporation is as follows:
-
An application form is filled in, signed and scanned containing information about a preferred name and details of directors and shareholders
-
A beneficial owner declaration is filled in, signed, scanned and sent to Eltoma
-
A scanned copy of a passport for directors and shareholders is required
-
A scanned copy of proof of residence. This can be in the form of a utility bill, bank statement or bank reference and must not be older than 3 months.
-
At this point Eltoma will issue an invoice for a Cyprus Offshore Company Formation
-
Upon receipt of money in our bank account for Formation of a Cyprus Offshore Company, we start the formation process by submitting a preferred name for approval of Cyprus Registrar of Companies. This takes up to 5 working days.
-
Once the Cyprus Offshore Company name is approved, a shareholder of a Cyprus Company signs the Memorandum and Articles of Association (M&AA) and sends the originals to Eltoma by courier.
-
Upon receipt of the signed M&AA, we start the Cyprus Offshore Company Incorporation process. It takes up to 15 working days for a Cyprus Offshore Company Formation and Apostille of Incorporation Certificates and up to a maximum of 5 working days for courier delivery.
-
At the beginning of each year we issue an annual invoice for €400 to cover renewal fees which includes the registered office fee and company secretary.
Company Administration Guidelines
Share Capital:
-
The minimum number of shareholders is one and there are no restrictions for foreign individuals or corporate bodies to be shareholders.
-
Shareholders must subscribe at least for two shares. 0.6% of stamp duty is charged on authorised share capital.
-
Ordinary shares and preference shares can be issued by a Cyprus Company
-
Proper instrument of share transfer is required to register the transfer of shares in a Cyprus International Business Company.
Directors:
- The minimum number of directors required is one and names appear on public record but anonymity can be obtained by using nominees.
- There is no restriction for foreign nationals to act as a director of a Cyprus International Business Company and corporate directors are allowed in Cyprus.
- Although there is no requirement for a local resident to be a director it is recommended to use a local nominee director in order to obtain a tax residence certificate in Cyprus.
- An annual general meeting of directors must be held, this must take place within 15 months of the previous one.
Restrictions on Name & Activity:
- Cyprus International Companies name must end with ‘Limited’
- The following cannot be used ; Assurance, Bank, Building Society or any words deemed sensitive or offensive
Local Requirements:
- It is obligatory to have a secretary for a Cyprus International Business Company. The secretary can be a natural person or a company and is responsible for keeping and filing corporate documents with the Registrar of Companies. Eltoma can provide company secretarial services for an annual fee.
- It is compulsory for a Cyprus International Company to have a registered office in Cyprus which is used as the business address of the company. A register of Directors, Shareholder, Secretary and minutes of general and director meetings are kept at this location. All changes have to be filed with the Registrar of Companies within a month from the date of change. Eltoma can provide the use of an office address if required.
Confidentiality:
- All details of directors and shareholders appear in the public records. In order to protect confidentiality nominees can be used
- Statutory secrecy provisions protect details of the beneficial owners supplied to the Central Bank
Timescale:
- From the receipt of the required documentation to the incorporation of a Cyprus International Company the approximate time period is 15 days.