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Registration of Companies
Registration of Companies
| The incorporation procedure | The shareholders of the company must sign the Memorandum and Articles of Association in front of witnesses, and this document can then be filed with the Registrar of Companies, in order to register the company. Following registration, the Registrar issues the Certificate of Incorporation, together with separate documents confirming the details of the company’s secretary and director, registered address and shareholders. The original documents incorporating the company must be filed in Greek, but the certificates issued by the Registrar, can be in either Greek or English, according to the client’s request. |
| Company type | Private limited company by shares. |
| Source of corporate legislation: | Company Law, Cap 113 as amended. |
| Time required for registration: | Approximately 2-3 weeks |
| Can shelf companies be registered? | Yes, it is possible to register shelf companies. |
| Possible suffixes to company name: | Limited or Ltd. |
| Restrictions on company names: | All company names must be checked with, and receive the prior approval of the Registrar of Companies. Approval from the Registrar requires a minimum of 4 working days. The procedure is particularly strict in Cyprus, as approval will not be granted for names which already exist, or are conspicuously similar to existing company names. It is not possible to include in the name the words European, Euro, Royal, National, Global, Imperial, Cooperative, Investment, Financial, Trust, Insurance, Bank, Building Society, Municipal, Chamber of Commerce, or University, or any other word, syllable or prefix which the Registrar considers unsuitable. The use of certain expressions is only possible with strictly defined requirements on the basic capital. The expression “International”, for example, may only appear in a company name if the company has actual paid up capital of at least 500000 CYP. (1 CYP = 0.5756 EUR, 19/08/2009) |
| Is it necessary to disclose the identity of the beneficial owners in advance? | No, as of September 2004 it is no longer necessary to disclose the details of the true beneficial owners to the Central Bank. |
| Company activities: | The company may, from the date of incorporation, do any of the things set down in the Memorandum & Articles of Association. The standard company Memorandum & Articles generally includes a very wide variety of activities. Therefore, the company being incorporated can carry out any trading, service, consultancy, investment or intermediary activities. Banking and insurance activities, however, together with related financial services, are subject to restrictions. Cyprus companies may only pursue these activities if they are in possession of a special licence. |
| Minimum and maximum number of shareholders: | The minimum number of shareholders in a private limited company by shares is 1, while the maximum number is 50. The shareholders of a Cyprus company may be both companies and private individuals alike. |
| Minimum requirements on capitalisation: | There are no minimum basic capital requirements for a private limited company by shares. It is a general practice to incorporate companies with 1000 shares capital. |
| Is it possible to issue bearer shares? | No. A private limited company by shares may only issue registered shares. |
| Requirements with regard to directors: | The directors of the company may be legal or private persons of any nationality, without restriction. |
| Minimum and maximum number of directors: | Every company must have at least one director, and may not have more than thirty. |
| Are corporate directors permitted? | Yes, but in practice it is more usual to have private individuals. |
| Directors' rights: | The directors are the people originally entrusted with the management of the company, and are appointed by the company’s shareholders. The rights and obligations of the directors are contained in the Memorandum and Articles of Association, and include among other things the following: Rights of attorneys: The directors may issue powers of attorney for concrete transactions, or for certain areas of the company’s activities, and the rights of the attorneys will be set down clearly in the power of attorney document. These activities may include, for example, some legal business of the company abroad (such as opening an office abroad, purchasing a foreign company etc.), trading transactions (such as purchase of real estate), and the opening and management of company bank accounts. In general, if a Cyprus company has Cypriot directors, they will no longer issue so-called general powers of attorney due to changes in the laws regarding the responsibilities of directors, and the place of management and control (see our article in the Newsletter, Issue 2009.1) Contract-signing rights: The right to sign contracts is entrusted to the directors, though they may, through powers of attorney, further delegate this right, thus authorising an attorney to sign contracts. The appointment and replacement of directors: The first director is appointed by the founder of the company. Subsequently, the shareholders have the right to remove (replace) the director, or, in the case of the death or resignation of a director, to appoint a new one. The Memorandum and Articles of Association may stipulate that a certain group of shareholders have responsibility for the appointment of directors (for example, shareholders with or without voting rights). |
| Company residency: | A Cyprus company is considered resident for taxation purposes if the company’s place of management and control is in Cyprus. If the most important decisions regarding the company’s operation are taken in Cyprus, then the company’s place of management will be considered to be Cyprus. |
| Company secretary: | According to the Law, the company must have at all times during its existence, without interruption, a company secretary. The secretary is responsible for preparing and signing the annual return, and for filing it with the tax authorities. |
| Registered office: | The company must have at all times during its existence a registered office on the island. This office may not be a P.O. BOX. |
| Exchange control: | Cyprus companies are free to carry out business transactions in practically any currency, without any restrictions. Foreigners can transfer the profits from their investments to the country of their choice without having to request special permission. The company’s annual financial report, however, must be prepared in Euros, as must the audit. |
| Opening of bank accounts: | Cyprus companies are free to open bank accounts in any bank in any country, including Cyprus. |
| Company seal: | In keeping with Anglo-Saxon tradition, use of a dry seal is typical. At the discretion of the directors, a stamp may also be used just as freely. |
| Information publicly available on the company register: | In addition to the company name, headquarters, and date and number of incorporation, the details of the directors, company secretary and shareholders are publicly available on the company register. The details of the true beneficial owners, however, can not be obtained from the Registrar of Companies, as this type of information is not held by this body. |
