The formation and registration procedures, including various administrative needs such as printing of the company’s letterheads; opening of statutory books and the opening of the required bank accounts, up to the time the certificate of incorporation is issued, can normally be completed within a period of two weeks.
Once the Registrar of Companies has been satisfied that the documents lodged - in relation to a proposed company - are in order, a certificate of incorporation will be issued, whereupon the company becomes a corporate body, having an independent legal existence quite distinct from its shareholders. Each company’s file is available for public inspection at the office of The Registrar of Companies (details of directors, company secretary, registered office, charges, shareholders [see anonymity below], annual returns - required to be submitted once a year accompanied by the financial statements - Memorandum & Articles of Incorporation etc.).
There is no legal requirement as to the minimum or maximum share capital of the company. However, we recommend that the authorized share capital should be at least C₤5.000 (or approximately €8.750), which may conveniently be divided into 5.000 shares of C₤1 each. Not all of these shares have to be subscribed for.
Shares cannot be issued to the bearer. Also, there is a special kind - classes of shares with preferential rights or not may be issued.
The liability of shareholders is limited to the nominal value of their share participation.
Under Cypriot law, every company, limited by shares, must have at least one shareholder (and maximum fifty for private companies). If anonymity is required, the shares may be held by authorized trustee companies (Focus Business Services authorized trustee companies) in trust for the beneficial owners without public disclosure of the owner’s identity. In this case, typically a Declaration of Trust, a pre-signed blank Instrument of Transfer and the Share Certificates are issued and certified at The Ministry of Foreign Affairs for authenticity and delivered to the beneficiaries.
The following information is required for each shareholder:
- Full name
- Residential and business address
- Date of birth
- Copies of passport or id if EU Nationals
- For corporate shareholders, copies of the statutory documents and the most recent financial statements.
The minimum number of directors is one without maximum number stipulated by the law. Directors may be local or foreign, individuals or legal persons and alternate Directors may be appointed. Meetings of the board of directors, as well as shareholder meetings, can be held in Cyprus or abroad.
Subject to certain statutory disqualification and restrictions, the manner of appointment of directors is laid down in the articles of association. Whatever these may provide, the ultimate control of the directors’ appointment and removal, vests with the members of the company.
The articles of association may, in certain cases, name the first directors of the company, who thus become directors from the date of incorporation. Alternatively, and more commonly, the articles may provide that the names of the first directors be determined by the subscribers to the memorandum - who in fact are the first members. An appropriate resolution signed by the subscribers is required and the persons named by the subscribers become directors on the date this resolution is signed.
From a tax planning point of view, it is usually important that the company is managed and controlled in Cyprus and, accordingly, it is recommended that the majority of the directors appointed are Cyprus residents. It is sometimes desirable that non-Cypriot resident directors are also appointed, but it is advisable that the number of these is always below the minimum number necessary to constitute a quorum. The quorum necessary is normally stated in the articles of association of the company.With regard to the appointment of directors the following particulars are required:
- Full name
- Residential and business address
- Date of birth
- Copies of passport or id if EU nationals
- Other directorships in Cypriot companies
- Corporate documents
It is advisable to ensure that upon the incorporation of the company its beneficial owners or other appropriate officials are provided with copies of all corporate documents, properly legalized and translated where appropriate, from Greek into English or any other language.
Such corporate documents normally comprise:
- Certificate of incorporation issued by The Registrar of Companies.
- Memorandum and articles of association – official copy certified by The Registrar of Companies.
- Address of the company’s registered office issued by The Registrar of Companies.
- The list of directors, secretary and shareholders issued by The Registrar of Companies.
- A Declaration of Trust, a pre-signed blank Instrument of Transfer and the Share Certificates certified at The Ministry of Foreign Affairs for authenticity.
- Statutory and other necessary minutes of the meetings of the directors and shareholders letterheads, invoices and other company stationery.
- Any other documents pertaining to the company’s activities up to the date of its establishment.
- Company Seal.
Stamp duty is payable on the registration of a company and its level depends on the authorized share capital of the company (= 60 CYP + 0.6% of Authorized share capital).
The Law requires the appointment of a Secretary. The Secretary is appointed by the directors and the articles of association should normally contain an appropriate provision to this effect. For practical purposes, a body corporate (i.e. a company) may be appointed secretary (member of the Focus Business Services Group).
Every company must have a registered office from the day it commences business or from the fourteenth day after its incorporation, whichever is earlier. The registered office is the place where writs, summonses, notices, orders and other official documents can be served upon a company. The registered office is usually the place where the company’s Register of Members is kept, unless the company informs the Registrar of Companies of another place. Focus Business Services can provide the registered office.
The company may open bank accounts with any bank in Cyprus or worldwide, in most of the main currencies and have money transfers effected without foreign exchange restrictions. Bank signatories can be provided locally, if necessary. Focus Business Services can facilitate the opening of bank accounts due to our capability as approved official introducers of a number of prestigious banks and financial institutions in Cyprus, the UK, Switzerland, Luxembourg, and worldwide.
Focus Business Services can be instructed to deal with all the day-to-day activities of any company, such as bank account monitoring, processing of bank transfers, payroll preparation, invoicing, preparation and review of agreements, book-keeping, preparation of management reports and statutory financial statements, company secretarial and administration, tax and financial advice and other accounting and business administration.
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