Cyprus - Company Incorporation Procedure

Company Type	Time to Incorporate	Cost
LLC	5 days	£2330

• The names, addresses, occupations and nationality of at least two persons or legal entities who are to be the shareholders or the beneficial owners of the shares of the company, irrespective of whether anonymity is required to be kept and nominees shall be used.  Since the Statutes of the company must be signed by the subscribers, and in order to save time, the first subscribers of the company are usually nominee companies of a law office who, upon the registration of the company, transfer their respective shares to the real shareholders.
• The name of the proposed company to be registered.  It is advisable that several alternative names are given in order to save time.
• The main objects of the company.
• The proposed authorised and issued share capital and the participation of each shareholder or beneficial owner in the company.
• The name, address, occupation and nationality of at least one person to be appointed as a director, and the same particulars for the secretary.  It is advisable that the directors and secretary are resident in Cyprus.

Company Formation Procedure

According to Cyprus Law an application for the formation and registration of a company must be carried out through a Cyprus Law Office. The formation procedure of a company is as follows:

• Approval of the name of the company.
• Application to the Central Bank for Exchange Control approval.
• Preparation and printing of the Memorandum and Articles of Association of the company in the Greek and English languages.
• Filing with the registrar of companies the memorandum and Articles of Association of the company in the Greek language together with the forms HE1, HE2, HE3, a copy of the approval of the Central Bank and the receipt for the payment of the registration duty.

As soon as registration of the company is effected the registrar of companies furnishes the secretary with the Certificate of Registration in Greek and copy in English, together with certified copies of the list of directors and secretary, shareholders, registered office, Memorandum and Articles of Association and a Certificate of Good Standing of the Company.  As soon as the Certificate of the Registration of the Company is issued the company can arrange for the first meeting of the directors for statutory matters such as appointment of auditors, appointment of legal adviser, opening bank accounts, approval of the seal of the company and of the Memorandum and Articles of Association, appointment of the secretary etc.

• The whole application, formation and registration procedure can be completed within seven to ten days.
• There are certain registration fees which must be paid upon the application for the registration of any company.
• The Central Bank of Cyprus need bank references for the proposed beneficial shareholders of the company.  The reference would come from a bank in the proposed shareholder's country of residence.
• The names, addresses, occupations and nationality of the proposed beneficial shareholders as well as the proportion in which they will hold the shares of the company are required.
• The names, addresses, occupations and nationality of the proposed directors and secretary of the company are required.
• The registered office of the company.
• We can provide the nominee shareholders, directors, secretary and registered office, if so requested.

Exchange Control

The Central Bank of Cyprus is the only authorised institution exercising exchange control, under the Exchange Control Law.  The approval of the Central Bank is required for any non-resident to become a shareholder, or for the transfer of any shares in an offshore company.  Such approval is always given by the Central Bank either for offshore or shipping companies in bona fide cases.  Bank references as to the credit worthiness, financial character, respectability and business integrity of the beneficial owners of the shares are required. The Central Bank of Cyprus in granting the Exchange control approval imposes the following conditions:

• The shares of the company must belong directly or indirectly, exclusively to aliens.
• The objects of the company shall be confined outside Cyprus.
• The company will be considered as a non resident company.
• The company must derive income from abroad either from immovable property, royalties, commissions, investments of capital in bonds, shares, debentures or loans or income deriving from any business.
• The company will not obtain any finance from local sources.
• The  company must submit regularly copies of its balance sheet and profit & loss account.
• The minimum authorised and paid up capital must be at least €1000.