Cyprus Company Profile

Company law in force

Companies Law, Cap 113, similar to English Companies Act, 1948.

Available types of company:

Public companies limited by shares, private companies limited by shares, companies limited by guarantee, branches.

Type of company usually used

Private company limited by shares using nominee shareholders on behalf of the beneficial owners.

Bearer shares

N/A.

Share capital

€ minimum share capital, but the majority of companies registered have 1.000 shares of €1 each.

Beneficial owner disclosure

If confidentiality is required, nominee company can hold the shares on behalf of the beneficial owners.

Company name

Name is requested to be approved by the Registrar of Companies in Cyprus.

Taxation rates applied to companies generally

Cyprus tax system is residence based. Company tax residency is determined by testing where the management and control is and where the decisions of the Board of Directors are effectively made. Corporation tax of resident companies is 12.5% and special contribution for defense at 17% is paid for incoming dividend subject to specific rules (in almost all cases this 17% S.D.C. is not applicable). Parent-Subsidiary Directive and tax treaties are applicable. No withholding tax on dividends and interest paid to non-residents whether individual or companies. Non-resident companies are not subject to taxation in Cyprus, but tax treaties cannot be used.

Can a Cyprus company obtain a VAT registration number?

Yes. Companies registered in Cyprus and whose income derives exclusively from sources outside Cyprus are in general exempt from VAT registration. Cyprus registered companies however which have trading activities within the EU, may be required to register or may have the option to voluntarily register for VAT purposes.

Incorporation procedure

Memorandum and Articles is drafted, signed by one or more subscribers and submitted to Registrar of Companies. Then the register of companies issues all related company certificates.

Are ready made companies (shelf) available?

Yes.

Time needed to incorporate

Approximately 10 working days.

Minimum members/shareholders

At least one for private company and at least seven for public company either physical person or legal entity.

Registered office

Cyprus address is required.

Can the registered office be lawyer's/accountant's office?

Yes.

Minimum number of directors

One. Local directors or foreigners may be appointed.

Is it required that the director/secretary to be resident?

No legal requirement, but if the director is not resident, then the company's tax residency may be challenged (see above). Company secretary does not need not be resident.

Are Corporate Directors/ Secretary allowed?

Yes.

Secretary

Mandatory. The director can also act as secretary.

Appointment of nominee directors/ secretary possible

Yes.

Meetings

AGM of shareholders required within 18 months of incorporation and thereafter annually. AGM/EGMs are necessary in order to approve and file audited accounts with Annual Return to register of companies. Telephone meetings possible. Written resolutions permissible if unanimous and executed by all relevant parties.

Annual return

Mandatory indicating share capital, names of Directors, shareholders and secretary. Must be filed with audited financial statements.

Must financial statements of a company be audited?

Yes, by a local authorized auditor.

Are there any exchange control or other financial restraints imposed upon a company?

None.

How, if any, is migration into and out of the jurisdiction achieved?

Foreign corporations can establish branches in Cyprus and Cyprus corporations can form branches in other jurisdictions.

Anticipated amendments to company law over the next 12 months

No significant changes/amendments are expected.