The incorporation of a Cyprus company is a term used to describe the process of establishing a legal entity in the Republic of Cyprus, usually called a Company. The same term is also known as registration or incorporation of a company.
The process of registering a company in Cyprus is comparatively easier and quicker than in most European countries. The process starts with an application for name approval and then the registration of a company is processed by the Registrar of Companies. Registration is completed within 7-10 days
Company incorporation includes the procedures and obligations prior to company registration. The incorporation of the company requires the preparation of the Memorandum and Articles of Association, which includes the rules of the company and the duties of the directors and shareholders. If the incorporation and registration is done by a law firm in Cyprus, due diligence on the beneficial owners of a Company is mandatory prior to registration.
Company formation procedure
The process of incorporation of companies in Cyprus starts with the appointment of an authorised lawyer who will undertake the preparation of all the necessary incorporation documents and the registration of the company. According to the Companies Law, only Cyprus authorised lawyers can prepare and sign the documents for the registration of the company.
The existence of any company begins with the issuance of the certificate of incorporation by the Registrar of Companies.
The Registrar of Companies Department
All companies in Cyprus are registered with the Cyprus Registrar of Companies Department, which is responsible for maintaining the Companies Registry and must be informed of any changes to the company.
- Approval of the name of the company
The first step is to apply for approval of the desired company name. The company name includes the abbreviation Ltd (ltd) or Limited at the end. The name must not be similar to the name of an existing company.
The name approval process takes 1-3 working days.
- Necessary documents for registering a company in Cyprus
The documents that we prepare and which must be submitted to the Registrar of Companies for the registration of a company are the following:
– Incorporation document
– Articles of Association
– Statutory Declaration of Compliance (Form HE1)
– Forms HE2 and HE3.
- Founding document
The founding document must contain:
– The name of the company, as approved.
– The name of the company, as approved.
– The company’s activities must be legal. The company shall have the right and power to perform only actions covered by the powers conferred on it in its articles. We recommend that when you draft the articles you add additional activities so that the corporation can freely engage in additional business activities if necessary.
– State that the liability of shareholders is limited.
– The company has a separate legal personality, which in practice means that the members/shareholders have no personal liability in the event of any issue the company may face.
– Indicate the amount of share capital with which the company intends to subscribe and its division into shares of a certain amount. The usual share capital used is 1000 ordinary shares with a nominal value of EUR 1.
- Statutes
The Articles of Association of a Cyprus company is the document that sets out the rules that regulate the operation of the company. The Articles of Association and the Memorandum of Association are binding documents for the members of the company and are effectively an agreement by each member of the company to comply with the provisions of these two documents.
- Statutory Declaration of Conformity (form HE1)
Form HE1 is an affidavit of the lawyer confirming that he has prepared all the company’s documents in accordance with the provisions of the Cyprus Company Law.
- Form HE2 – Address of Registered Office
Form HE2 contains the address of the registered office of the company. Every Cyprus company must maintain a registered address in Cyprus, which may optionally be offered as a service by the lawyer. All notices to the company may be sent formally to this address.
- Form HC3 – Directors and Secretary
Form HE3 contains information about the officers, directors and secretary of the company. Each company must have at least one director and one secretary. Additional directors may be appointed.
The director can be any individual or company and does not have to be a shareholder of the company. The same applies to the secretary. Both of these roles can be provided as a service by authorised solicitors.
- Deposit of documents with the Registrar
The documents referred to above shall be submitted to the Registrar of Companies of Cyprus for approval. Upon approval, the following certificates are issued:
– Certificates of Incorporation
– Directors and Secretary
– Registered office
– Shareholders
– Memorandum and Articles of Association
The Company’s Certificates may be drawn up in English or Greek. There is an additional charge for the Memorandum and Articles of Association in English.
Registration timetable
Approval and registration of the company takes 2-4 working days after submission of the necessary documents.
After the recommendation
Registration with the Tax Department
Every company shall within sixty (60) days from the date of its incorporation apply for registration with the Tax Registry to obtain a tax identification number.
At the same time, a natural or legal person established in the Republic of Cyprus, whose value of taxable transactions of goods and services carried out during the period of the previous 12 months or to be carried out within the next 30 days has/will exceed €15,600, shall submit a supplementary application for registration in the VAT register.
Registration in the social security system
Every employer is required to register with the Employers’ Register of the Social Insurance Services by submitting the Employer Registration Application Form. When the employer has branches in several provinces or is engaged in more than one economic activity, he/she must register separately for each province or activity.
Registration of the Trademark
You are encouraged to register your company’s trademark in the Intellectual and Industrial Property Sector in order to differentiate your products and services in the market.
Corporate Compliance
The company and every officer of the company is required to inform the Registrar of Companies of any change in its particulars, such as change of name, change in the particulars of directors and secretary, change in share capital, change of address of registered office, registration of charges on assets of the company, amendment of its Memorandum and/or Articles of Association etc.
Once every calendar year the company shall prepare the annual report up to and including the reporting date and a copy thereof shall be delivered for registration to the Registrar of Companies together with the financial statements.
At the same time, at the end of each tax year the company shall prepare audited financial statements, which shall be filed with the Tax Department along with the tax return.
In addition, it is noted that the company is obliged to pay the annual fee of three hundred and fifty euros (€350), which must be paid by 30 June of each year.
