Registration of Cyprus company

Company types

A business may be established by taking one of the following forms:

• Limited company by shares
• Branch of a company registered outside Cyprus
• Partnership

Legal requirements

Share capital

There is no restriction as to a minimum or maximum share capital. Companies would normally be registered with an initial capital of Euro5000 divided into 5000 shares of Euro 1 each.

This share capital need not be paid at registration as is common in civil law countries.

Directors

A company must have at least one director that could be a natural or a legal peson. Even though there is no requirement under the Companies Law to have a local director it is advisable to have such director if the company will thereafter seek to utilize any double taxation treaty requiring that the management and control of a company be in Cyprus. Management and control is a test that would be applicable to ascertain whether a company is managed and controlled in a certain country. Residency of a director in itself would not make a company managed and controlled in Cyprus. It is also necessary to show effective management and control in the way decisions are taken.

Shareholders

A company must have a least one shareholder and may have up to 50 members for a private company. The liability of the shareholders is limited to the amount of their nominal contribution in the company.  Shares must be registered and cannot be issued to the bearer.

Memorandum and Articles of Association

Each company has a Memorandum and Articles of Association. The memorandum sets out the objects for which a company has been registered. The Articles of Association provide the rules by which the company will be operated and include the methods of transfer of shares, appointment and duties of the directors, dividend policy and other provisions necessary for the operation of the company.

Secretary and registered office

Each company must have a secretary and a registered office. The secretary can be natural or legal person. The registered office must be in Cyprus and is typically the office of the law firm that incorporates the company as there is no obligation under Cyprus law to have a fully-fledged office.

Step-by-step registration procedure

A name application is submitted for approval to the Registrar. Such name must not be so similar to existing names that could cause confusion. A similar name used by other companies of the group abroad may be used if the certificate of incorporation of such foreign entity is provided.

Once approval of the name is obtained it is necessary to file the Memorandum and Articles of Association together with an affidavit by a lawyer as well as with two forms indicating the registered office of the company and the directors and secretary of the company.

The Registrar upon acceptance of the documents will issue a certificate of incorporation and any other documents as have been requested. These would include certificate of incorporation in English, certificate of directors and secretary, certificate of shareholders and certificate of registered office.

This registration procedure could take from three to five days.