Cyprus - Company Incorporation Checklist

Type of Company	Designated as Limited but popularly called IBC
Disclosure of Beneficial Owner	Yes, but authorities do not make the information public.
Tax on Offshore Profits	10%
Corporate Requirements
Minimum Number of Shareholders/Members	One
Minimum Number of Directors/Managers	One
Corporate Directors/Managers Permitted	Yes
Company Secretary Required	Yes
Standard Authorised Capital	CYP 1,000
Local Requirements
Registered Office/Agent	Yes
Company Secretary	No, but advisable
Government Register of Directors/Managers	Yes
Government Register of Shareholders/Members	Yes
Annual Requirements
Annual Return	Yes
Submit Accounts	Yes

Cyprus is at the north-eastern end of the Mediterranean Sea.

Political Structure

Formerly run by the British, Cyprus became an independent Republic in 1960. The political system is modeled on western democracies. Cyprus has a presidential system of Government. The President is the Head of State and is elected for a five-year term of office.

Legislative power is in the hands of the House of Representatives, which consists of 56 elected members who hold office for a period of five years.

The legal system is based on that of the United Kingdom and all statutes regulating business matters and procedure are based on English Law. Most laws are drafted in Greek and are officially translated into English.

Language

Greek, English and Turkish are the official languages of Cyprus. English is widely spoken and understood, particularly in commercial and government sectors.

Currency

Cypriot pounds.

Exchange Control

Yes, but does not apply to IBC companies.

Type of Law

Civil code with many English Common Law influences.

Principal Corporate Legislation

Companies Law, Cap. 113, as amended.

Type of Company for International Trade and Investment

A limited liability company is incorporated in Cyprus under the Companies Law Cap 113  which is based on the British Companies Act 1948. Companies incorporated under the Companies Law, Cap 113, as amended, who have obtained Exchange Control permission from the Central Bank of Cyprus to acquire IBC company status.

Procedure to Incorporate

By submission of the Memorandum and Articles of Association to the Registrar of Companies, together with an affidavit before a Court and the appropriate registration fee.

Restrictions on Trading

Cannot undertake to the business of banking, insurance or the rendering of financial services to the public unless special permission is granted, and cannot trade with resident individuals or companies situated in Cyprus other than in relation to the maintenance of premises, banking and professional services.

Powers of Company

The powers and objects of a Cyprus company are contained within the Memorandum of Association and have to be specific.

Language of Legislation and Corporate Documents

English and Greek.

Registered Office required

Yes, must be maintained in Cyprus.

Shelf Companies available

Yes.

Timescale to Incorporate

Approximately five days after company name approval.

Language

Names may be expressed in Greek or any language using the Latin alphabet if the Registrar is in receipt of a Greek or English translation and the name is not considered undesirable.

Names Requiring Consent or a Licence

The following names or their derivatives: bank, trust, building society, insurance, assurance, reinsurance, their foreign language equivalents or any name that the Registrar considers may have a connection with the aforementioned.

Suffixes to denote Limited Liability

Limited or Ltd.

Disclosure of Beneficial Ownership to Authorities

Yes, only to the Central Banks of Cyprus where strict confidentiality is legally protected.

Authorised and Issued Share Capital

The share capital must be expressed in Cyprus pounds. The minimum authorised, issued and paid up share capital of a Cyprus IBC company is CYP 1,000. For companies wishing to establish a physical presence in Cyprus, the minimum is CYP 10,000.

Classes of Shares permitted

Registered shares of par value, preference shares, redeemable shares and shares with no voting rights.

Taxation

By virtue of special provisions in the Cyprus Income Tax Laws, the net chargeable profits of Cyprus IBC Companies are taxed at a rate of 4.25%.

Double Taxation Agreements

Cyprus has concluded 33 double tax treaties with: Austria, Bulgaria, Belarus, Belgium, Canada, China, the Czech Republic, Denmark, Egypt, France, Germany, Greece, Hungary, India, Ireland, Italy, Kuwait, Malta, Mauritius, Norway, Poland, Romania, Russia, (including all the CIS countries except for Kazakhstan), Singapore, Slovakia, Slovenia, South Africa, Sweden, Syria, Thailand, United Kingdom, USA and the former Yugoslavia.

Financial Statement Requirements

Audited financial statements have to be submitted to the Cyprus Taxation Authority and to the Central Bank of Cyprus annually.

Directors

The minimum number of directors is one. They may be natural persons or bodies corporate, be of any nationality and need not be resident in Cyprus.

Company Secretary

All Cypriot companies must appoint a company secretary, who may be a natural person or body corporate. It is advisable to appoint a resident company secretary.

Shareholders

The minimum number of shareholders is one.