Incorporation of a Cyprus Company
Cyprus is considered to be the most attractive jurisdiction in Europe to form a limited liability company due to its advantageous tax system. Cyprus offers the lowest corporate income tax in the European Union at just 12.5%.
There is full exemption from tax on dividend income, no withholding tax for dividends paid to individuals who are not tax residents of Cyprus and no capital gains tax*.
Companies may be registered as general trading companies or companies with specific purposes, such as property development, insurance broker, ship-owning and others.
A company is registered as a private company with limited liability (limited by shares) under the provisions of the Companies Law of Cyprus (Cap 113).
Cyprus offers simple incorporation procedures and friendly tax structure.
Our package includes a complete set of all the necessary documentation to set up and start your business, and open a bank account.
Memorandum and Articles of Association
The memorandum describes the business objects of the company, set out as widely as possible. These are the business parameters within which the company may operate.
The articles define how the company will regulate itself; how the directors will govern meetings and how the company will transact business.
A general trading company is permitted to perform any function, business, trading, transaction and activity provided that it is not expressly prohibited by the law.
Name your company
You can chose the name of your company or buy one of our shelf companies. The word “Limited” or the abbreviation “Ltd” must be part of the name to be registered. However some names are restricted. The Registrar may consider a name to be misleading for any reason and specifically if it is ambiguous or it includes one of the following words: bank, financial, trust, insurance, stock exchange, etc
The registered address of a company incorporated in Cyprus must, by law, be in Cyprus. If the company has a substantial presence in the island and operates from fully-fledged offices or has a sister management company or affiliate here, this address can be used as the registered address of the company.
The share capital of the company may either be nominal (EURO 1000 for a general trading company) or the actual amount to be invested by the sponsors for the pursuit of the venture. It may be paid up in full or by calls, in cash or for consideration other than cash and the shares may be allotted a par value. Any class of shares e.g. ordinary or preference, and with different voting and dividend rights, are acceptable. All shares must be to named persons or companies; bearer shares are not permitted under Cyprus Law.
A minimum of one shareholder is required for the incorporation and continued existence of a Cyprus private company. The nationality of the shareholder is immaterial. General meetings may be held abroad and, as a rule, written resolutions signed by all shareholders will suffice in lieu of a meeting. Annual general meetings must be held every year, the first to be held within 18 months from incorporation.
One or more directors may be appointed. The nationality of directors does not affect the status of the company in any way. There is no obligation to have a Cypriot or EU national as a director unless it is considered advisable to establish local management for tax or other purposes. The Director is not required to be a shareholder in the company.
Board meetings may be held in any country across the globe the globe. Directors’ resolutions may be taken in one of two ways:
- At a board meeting duly convened and held with a quorum of directors attending; or
- By written resolution in the absence of a physical meeting, providing the resolution is signed by all directors
The names of the directors should be disclosed to the Registrar of Companies by separate returns which are open to public inspection.
A company secretary must be appointed by the directors and may also be removed by the directors. The nationality of the secretary is immaterial and does not affect the status of the company in any way.
In order to proceed with the formation of a company, we require the following:
1. Desired company name (it is helpful to provide two or three alternatives);
2. Amount of authorised share capital if other than the minimum required by law;
3. Whether shareholders will subscribe to the memorandum and articles of association themselves or through Cypriot nominees;
4. Whether shares will be held in trust by Cypriot nominees;
5. Names, residential address, nationality and occupation of beneficial shareholders (we will need copies of passport data page for each);
7. Name, address, nationality and occupation of directors (we will need copies of passport data page and a brief curriculum vitae (CV) for each);
8. Name and address of company secretary.