Cyprus Companies: Useful Information
Cyprus Companies: Useful Information
The principal statute governing the formation and operation of companies in Cyprus is the Companies Law, Chapter 113 of the Laws of Cyprus as from time to time amended (the “Companies Law”), which is virtually identical to the UK’s former Companies Act 1948.
The Companies Law broadly provides for 2 forms of companies: (i) Companies Limited by Shares and (ii) Companies Limited by Guarantee.
Companies which are limited by shares may be sub‐divided into: (i) Public Companies and (ii) Private Companies.
The information provided below only pertains to Private Limited Liability Companies.
- Liability of Shareholders
The liability of the shareholders of a Cyprus Private Limited Liability Company is limited up to the unpaid amount of the shares they hold.
- Minimum Number of Shareholders
The minimum number of shareholders of a Cyprus Private Limited Liability Company is 1 and the maximum is 50.
- Restrictions on the Nationality/Residency of Shareholders
There are no restrictions on the nationality or residency of the shareholders.
- Corporate Shareholders
The shareholders of a Cyprus Private Limited Liability Company can be individuals and/or legal persons.
- Nominee Shareholders
The use of nominee shareholders is allowed.
- Minimum Number of Directors
The minimum number of directors is one (1).
- Restrictions on the Nationality/Residency of Directors
There is no restriction on the nationality or residency of the directors. Please note that for tax residency purposes it is advisable for the majority of the board of directors to consist of Cyprus tax residents.
- Corporate Directors
The directors of a Cyprus Private Limited Liability Company can be individuals and/or legal persons and they are not required to hold shares in the company.
- Shareholders' Meetings
It is a legal requirement for every company in Cyprus to hold annual shareholder meetings. These can be held anywhere in the world. A Cyprus Private Limited Liability Company should hold its first general meeting within 18 months from incorporation. Annual general meetings should be held. Not more than 15 months should lapse between each annual general meeting.
- Directors' Meetings
It is important, both from a tax residency point of view and for administrative purposes, that the management and control of the Cyprus company are exercised from within Cyprus and it it is advisable, therefore, that not more than one director is appointed from abroad and that a majority of the Director's meetings be held in Cyprus.
- Minimum Capital Requirements
There are no minimum capital requirements for a Cyprus Private Limited Liability Company.
- Currency of Capital
Share capital can be denominated in any major currency.
- Non-par Value and Bearer Shares
Non-par value shares and bearer shares are no longer allowed.
- Capital Duty
Capital duty is imposed on the issuance of share capital as follows:
Upon incorporation of a company: Authorized share capital €105 plus 0.6% on the authorized share capital
Upon the issuance of additional share capital: No capital duty if the shares are issued at a nominal value; €17 flat duty if the shares are issued at a premium
- Registered Office
It is a legal requirement for every company in Cyprus to have a registered office in the Cyprus, which may be used as the business address of the company.
The requirement to have a registered office in Cyprus does not entail, however, the opening of an administrative office in Cyprus. The registered office and post of secretary need to be provided by a Cypriot resident for tax residency purposes so that the new company will be considered as being resident in Cyprus and will therefore benefit from the favorable tax regime in Cyprus.
COMPANY SECRETARY/REGISTERED AGENT
- Company Secretary / Registered Agent
It is a legal requirement for every company in Cyprus to have a company secretary. The company secretary can be a natural or legal person. There is no requirement for the company secretary to reside in Cyprus, yet for practicality issues this is advisable.
- Restrictions on Foreign Investors
There are no restrictions on foreign investors investing in Cyprus Private Limited Liability Companies.
COMPANY FORMATION / INCORPORATION / REGISTRATION
- Time Needed for Formation / Incorporation / registration
The time needed for the registration of a Cyprus Private Limited Liability Company is one to maximum three weeks.
An accelerated incorporation procedure and shelf companies are available.
- Beneficial Owners
The details of the beneficial owner(s) have to be disclosed to the service providers and banks, but are not available on public record.
- Registered Shareholders
Bearer shares are no longer allowed. The details of registered shareholders are available on public record. The use of Nominee Shareholders is allowed.
The details of directors are available on public record. The use of Nominee Directors is allowed.
- Financial Statements
The financial statements of Cyprus Private Limited Liability Companies are publicly accessible.
- Filing with the Registrar of Companies
An annual return must be filed to the Registrar of Companies within 42 days from the date of its Annual General Meeting. Such return includes the audited financial statements of the company.
- Filing with the Tax Authorities
Every company must submit a tax return to the Tax Authorities 15 months after the end of the tax year. Such return is based on the financial statements of the company and includes the tax computation.
- Accounting Records
Every company in Cyprus needs to maintain accounting records. These accounting records may be maintained outside Cyprus and in any currency.
- Financial Statements
Every company in Cyprus must prepare a full set of financial statements in accordance with International Financial Reporting Standards (IFRS) and audited by an approved auditor.
In accordance with IFRS, holding companies are required to prepare consolidated audited financial statements on an annual basis. However, consolidation is not required if the holding company is an intermediary holding company and a holding company further up the structure prepares consolidated financial statements under approved accounting standards.
- Audit Requirements
The annual accounts of a Cyprus Private Limited Liability Company need to be audited by an approved auditor.
- Corporate Income Taxes
The standard corporate tax rate for companies that are registered in Cyprus is 12,5%, one of the lowest in Europe and the lowest in the Eurozone.
- Value Added Taxes (VAT)
The standard VAT rate is 19%, but there is a reduced rate of 8% and 5%. There are also some services and goods to which a zero VAT rate is applied. The minimum annual turnover that a company must reach in order to be mandatory to register for VAT is 15.600,- EUR (or EUR 10.251,- for acquisition of EU goods).
- Withholding Taxes on Dividend Payments
There is no withholding tax on the dividends paid by a Cyprus company to its non Cyprus resident shareholders and no withholding tax applies on dividends received from EU subsidiaries.
Click on the number symbol on the left to find out about the Incorporation Fees and Prices for your Cyprus Company
Our aim is to establish a long-term relationship with our clients and associates; therefore, we offer our registration and consultancy services at highly competitive rates.
Click on the number symbol on the left to find out about the Registration Requirements for your Cyprus Company
The requirements to proceed with the incorporation/registration of a Cyprus Company are relatively simple and straightforward.
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