CYPRUS COMPANY LAW IN BRIEF

Name of Company
The company’s name has to be approved by the Registrar of Companies. Any name, which is not similar to a name already registered, can be approved by the Registrar but words such as King, Queen, Corporation, etc. cannot be accepted. In the event that the Cypriot company should have a name similar to its parent company, the Registrar requires the consent of the parent company for the use of such name. In this connection, a letter on the parent company’s letter heading should be sent to the Registrar of Companies. The text of the letter may be as follows:

Quote
– The Registrar of Companies Nicosia
– Dear Sir
– We hereby consent to the name _____________ to be used for a limited liability company to be registered in Cyprus.
– Yours truly
For and on behalf of “Parent company”
Unquote

Every Cypriot company must have a Memorandum and Articles of Association, which specify the activities in which the company may engage (known as the object clauses) and the means by which it will conduct itself. The first three main object clauses must include the main proposed activities of the company.

There is no legal requirement as to the minimum or maximum share capital of the company. Authorised Capital may be stated in any currency. Capital duty at the rate of 0.6% of the authorised capital is payable to the Government on incorporation and subsequent increase of any amount of the authorised capital.

Under Cypriot law, every company, limited by shares, must have at least one shareholder. If anonymity is required, the shares may be held by trustee companies in trust for the beneficial owners without public disclosure of the owners’ identity. Trustee companies may be used for this purpose. The regulatory body for all Trusts is the Institute of Certified Public Accountants of Cyprus (ICPAC).

In compliance with money laundering regulations, references for each beneficial shareholder are required. The following information is required for each shareholder:

• full name;
• residential and business address;
• date of birth;
• nationality;
• occupation;
• details of past and existing business activities and sources of income with supporting evidence (e.g. financial statements of owned companies);
• exact description of the activities to be carried out by the proposed Cypriot company;
• number of shares to be held;
• notarised copies of passport;
• for corporate shareholders, notarised copies of the statutory documents and the most recent financial statements; and
• whether the shareholders are known/referred by well known reputable firms.

For the appointment of directors, the following information is needed:

• full name;
• residential address;
• date of birth;
• nationality;
• occupation;
• notarised passport copy; and
• other directorships in Cypriot companies.

The company, by law, must have a secretary who is responsible to maintain the Statutory Records of the company and make the appropriate filings.

It is also a requirement of the law that a company must have a registered office in Cyprus.

The formation and registration of the company takes about three working days. Other set-up matters such as preparation of letterheads, setting up of statutory and accounting books, opening up of bank accounts, etc. can be completed within a maximum of two weeks.

The company may open bank accounts with any bank in any currency.

On registration, the company is provided with full documentation, properly legalised and translated into English, comprising:

• certificate of registration;
• memorandum and articles of association;
• list of directors, secretary and shareholders;
• address of the company’s registered office;
• share certificate(s).