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
- Authorized and Issued Share Capital – The minimum authorized share capital is €1,000 with 1 share of €1.00.
- Classes of shares permitted – Registered shares of par value is the standard however preference shares, redeemable preference shares and shares with no voting rights are also permitted.
- Shareholders – The minimum number of shareholders is 1. There are no restrictions on foreign individuals or corporate bodies to be shareholders.
- 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
- Secretary – It is obligatory to appoint a company secretary. They may be either an individual or corporate body however it is advisable to appoint a resident company secretary. The secretary is responsible for keeping and filing corporate documents with the Registrar of Companies. Eltoma Corporate Services can provide company secretarial services for an annual fee. Please contact us for more information.
- Registered Office – 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.
- 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
- From the receipt of the required documentation to the incorporation of a Cyprus International Company the approximate time period is 10 working days.