The Corporate Structure in Cyprus
The corporate structure is the most common business structure in Cyprus, however it is more complex and expensive that other structures. A Corporation under Cyprus Company Law Cap.113 is considered as an independent legal entity that is owned by its shareholders. The corporation is controlled by the shareholders, but it is managed by the board of directors and in most cases operated by its officers. The shareholders appoint the directors, who in turn appoint the corporate officers. In small companies the same person can act as shareholder, director and officer.
All companies are required to make an annual general meeting at least every 15 months and submit every year an annual return (HE32) to the Registrar of Companies and Official Receiver accompanied by the audited financial statements of the company prepared under IFRS in Greek or English language.
Apart from the above, meetings between shareholders and the board of directors should be properly noticed and must meet quorum requirements. Certain decisions taken in those meetings may require formal vote and should be documented in the company’s minutes. Decisions can be passed by ordinary resolution (at least 51%) or special resolution (at least 75%) depending on their nature.
A corporation has indefinite life and when shareholders pass on or leave a corporation, they can transfer their shares to other individuals who can continue the activities of the corporation.
Corporations are ideal vehicles for raising investment capital because the can issue new shares and sell them to investors who are willing to became part owners of the corporation.
Most of Corporate service providers and lawyers in Cyprus have a variety of dormant ‘shelf’ companies that are already incorporated and ready to be transferred. If you decide to proceed with this option you just have to change the directors, secretary, shareholder and registered office and you are ready to operate. However before you buy a ‘shelf’ company you should ensure that the company is in good standing, all statutory obligations were met and there are no taxes or levies due.
On the other hand you can incorporate your own company with the help of a lawyer or a corporate service provider. Keep in mind that this option can take up to 3 weeks and will require the following procedures:
As each company has a unique name, the first thing you should obtain before registering your company is the name approval from the registrar of companies.
The prospective names on the application should end with the word Limited and should not be similar to the name of any existing company unless the latter will provide a written consent for the use of its name.
The Memorandum of Association must outline, among other things, the following:
- The company’s name
- The registered office address
- The activities that the company is permitted to carry out
- The authorised and issued share capital
The articles of association provide a framework of the internal rules and regulations of the company including the rights and responsibilities of the shareholders, directors and officers.
(The articles can be amended by a special resolution, which requires voting power above 75%)
A list of the directors and the secretary's name and details.
(Keep in mind that there is no maximum number of directors and a sole director cannot act as a secretary unless he will be also the shareholder of the company).
The company’s registered office that will be the location where the decisions will be taken and all corporate documents will be maintained.
In order to satisfy the test of tax residency, management and control should be exercised in Cyprus.
This is typically done by appointing Cyprus tax residents’ directors and secretary and having the registered office of the company situated in the Republic of Cyprus.
It is crucial to take the above into consideration, particularly when the provisions of a double tax treaty are going to be applied.
In accordance to the Law passed in December 2012, certified public accountants, lawyers and other licensed corporate service providers can offer privacy protection to beneficial owners by holding the company’s shares on their behalf without disclosing the owner’s identity to the public. This is often done by a declaration of trust.
A lawyer should confirm that all rules and regulations provided in the companies law (Cap.113) have been met.
There is a minimum charge for capital duty of €102,52 plus 0,6% on the authorised share capital in order to incorporate a company. There is no stamp duty on the issued share capital except in cases where the shares are issued at a premium (above the nominal value) and a flat charge of €17,09 should be paid.
As soon as the Registrar of Companies satisfies himself that all the required documents have been obtained, he will issue the certificate of incorporation for your company, which states your company’s name, number and date of incorporation. Each company’s statutory records are available for public inspection at the offices of the Registrar of Companies.
The main corporate structures in Cyprus are as follows:
1. Private Limited Liability Company by Shares
A limited liability company by shares in accordance with Cyprus Company Law Cap.113 is a company where the liability of its shareholders is limited to the capital they have introduced in the company. (Equity)
Furthermore the maximum number of shareholders cannot in a private company exceed 50 persons.
2. Public Limited Liability Company by Shares
A public company is a company that is not a private and can be listed on the Cyprus stock exchange. It can have unlimited number of shareholders and offer its shares to the public.
3. Cyprus Company Limited by Guarantee
The company limited by guarantee is typically used for Non Profit Organisations (NGOs). This type of company cannot have share capital nor shareholders. The founders’ liability in case of wound up is restricted up to the amount they fixed in the memorandum of the company.