We set up corporate entities on behalf of clients and professional intermediaries according to their needs and goals in all major onshore and offshore jurisdictions such as Cyprus, Malta, UK, Ireland, Mauritius, BVI, Seychelles, Nevis, Belize, Panama, Anguilla, Labuan, Hong Kong, Marshall Islands, and Brunei.
We take care of all the legal procedures with the relevant authorities, and we provide you with the Memorandum & Articles of Association for your company, the Certificate of Shareholders, Certificate of Directors & Secretary, Certificate of Registered Address etc.
COMPANY FORMATION IN CYPRUS
The following five types of businesses may be registered under Cyprus law:
1. Limited liability private or public company; 2. General or limited Partnerships; 3. Business/Trade Name; 4. European Company (Societas Europeas); 5. Branch of a foreign company.
Limited liability companies are the type of businesses for which the overwhelming majority of registration applications are submitted.
Private Limited Liability Company
Any physical or legal person, whether of EU origin or not, is entitled to form a company in Cyprus. An applicant needs simply to be able to submit all the information and documentation that his legal representative in Cyprus will request, in order to file a complete application package to the Registrar of Companies.
1) Engaging the services of a Cyprus Lawyer:
Under Cyprus legislation, parties interested in registering a limited liability company need the services of a lawyer licensed by the Cyprus Bar Association.
We are a full member of the Cyprus Bar Association and capable of providing all the services required to set up a limited liability company.
2) Approval of Company Name:
The first task to be performed is the submission of an application to have a proposed company name approved by the Registrar.
Information requested besides the proposed company name, is the scope of business, the applicant’s contact details, etc. and once the lawyer confirms that the proposed name doesn’t already exist, the application is submitted to the Registrar.
With the normal examination procedure, the company name registration takes approximately 1 month, whereas with the accelerated examination procedure it takes approximately 2-5 working days.
3) Preparation and submission of registration application to Registrar:
Once the name is approved, the lawyer will ask the client to provide an array of information that is essential for the processing of the registration application, which consists of, inter alia, the following:
• A brief description of the main objects of the company.
• The amount of nominal share capital (i.e., €1000) and how it is divided (i.e., 1000 shares of €1 each).
• The names, addresses, passport details of the proposed directors and secretary of the company.
• The proposed registered address of the company.
Due diligence & Know-Your-Client (KYC) process
Our office is fully compliant with the Anti-Money-Laundering (AML) Directives and we screen all of our clients by requesting, inter alia, the following:
• The chain of ownership behind the Cyprus Company up to and including the ultimate beneficial owners.
• For all persons involved: - Certified copies of the passports and utility bills.
A customer may choose to receive from his lawyer only a “basic registration service”, or he can decide to add additional services that our office provides at an additional cost, such as:
• Provision of Nominee Directors.
• Provision of Nominee Shareholders.
• Provision of the Company’s Registered Office Address.
• Provision of company’s Secretary.
Company Tax Residency
It is noted that very often applicants opt to receive all or nearly all of the above services, in order to benefit from the Cyprus favourable tax regime, which requires that a company is a tax resident of Cyprus, and it demonstrates that its “management and control” is effected in Cyprus. The latter requirement, is generally satisfied if the majority of the individuals who make up the board of directors are Cyprus residents and board meetings take place in Cyprus. It thus follows that appointing Cyprus resident company directors or secretary is often a normal practice.
4. Application Processing and Approval by the Registrar of Companies
Once the application is submitted to the Registrar, it usually takes 4-5 working days for the company to be incorporated.
Once the company is incorporated, the Registrar issues upon request, either in Greek or English language, the following:
• Certificate of Incorporation
• Certified Copy of the Memorandum and Articles of Association
• Certificate of Registered Office Address
• Certificate of Directors and Secretary
• Certificate of Shareholders
Registration with other Governmental Departments
• All companies must register with the Inland Revenue Department and obtain a tax identification number.
• They may also need to register for VAT, if they will be trading in goods or providing services.
• They will also need to register with the employers’ register of the social insurance services, if persons will be employed.
• From 2011 onwards the Government has imposed an annual levy of €350 which has to be paid by 30th June each year by every limited liability company that is registered in Cyprus.
• Delaying to pay the levy would result into penalties as well as having the company being struck off from the Registrar.
Maintenance and Administration
Additional services are being provided related to the operation of the company, such as:
• Opening and maintaining the company’s bank account;
• Legal administration/secretarial duties, such as convening board meetings and drafting minutes, preparing and sending annual returns and other documents to the Registrar;
• Maintaining Accounting records;
• Preparing and submitting Audited Financial Statements and Tax returns.
Our Office can help you comply with all of the above requirements, as we offer a full Cyprus company incorporation and maintenance package by liaising with audit and accountancy firms.