Shanda Consult: How to register a Cyprus Company?

Shanda Consult Ltd, October 11, 2017

Shanda Consult continuously refines its processes to increase efficiency and quality of services.

Read following all necessary details about Cyprus company registration, things to be considered, legal due diligence requirements, and documents needed from the client.

About Cyprus Company Formation and Cyprus Company Registration

Registering a company in Cyprus is relatively easy and faster than in many European countries. Cyprus Company registration itself begins with application for registering a company, to be submitted to the Registrar of Companies. Generally, the company will be registered within one week.

Cyprus Company formation though, includes the procedures and undertakings prior to the registration of the Cyprus Company. Company formation includes the drafting of the Memorandum and Articles of the Cyprus Company, which includes the rights and obligations of the shareholders. In case where a Cyprus Company formation and registration is undertaken by a law firm or a licenced service provider in Cyprus, due diligence and compliance regarding the beneficial owners of a Cyprus Company are a mandatory for the service provider prior to company registration in Cyprus.

Cyprus company formation

An increasing monthly number of Cyprus company registration with the Cyprus Registrar of Companies reflects a growing interest in Cyprus as a jurisdiction for international business and investment. Cyprus company registration statistics show a slight but steady increase especially since the beginning of 2015.

The registration of a Cyprus company is easy and straight forward. Strictly spoken Cyprus company formation and Cyprus company registration are two different procedures, where the Cyprus company registration completes the Cyprus company formation.

Formation of a Cyprus company mainly comprises the drafting of the Cyprus company's Memorandum and Articles of Association, the appointment of directors and company secretary, and, if desired, the drafting of a shareholder agreement. The formation of a Cyprus company legally constitutes with the signing of the Memorandum and Articles of the Cyprus Company.

However, once the Memorandum and Articles of Associaltion of the Cyprus company have been signed, the company is not operative yet, unlike in some other countries, where a company formed may act and conduct business with the status "under incorporation".

In order to act and to conduct business, a Cyprus company must be registered with the Cyprus Registrar of Companies. Once the procedures of Cyprus company formation has been finalised, an application has to be submitted to the Cyprus Registrar of Companies, applying for Cyprus company registration.

In the context of Cyprus company registration, identification documents of shareholders, directors and the company secretary are not submitted to the Cyprus Registrar of Companies. Such identification documents of the persons involved in a company are kept with the company itself. In case that Cyprus company formation and Cyprus company registration are carried out through an authorised Cyprus service provider (such as Administrative Service Providers licenced by CySEC, or registered auditors, or law offices), the personal identification documents are safe-kept by such service providers.

Depending on the work load at the Cyprus Registrar of Companies, Cyprus company registration may take one to two weeks from the date of submission of the application for Cyprus company registration.

The importance of due diligence and compliance

More than 97% of Cyprus company formation and Cyprus company registration are carried out by licenced local service providers in Cyprus, such as Shanda Consult, for example.

Unlike until some years ago, today, based on rules by the EU, FATCA, FATF and the OECD aiming the combat of financial crimes and terror financing, Cyprus company formation and Cyprus company registration require throrough due diligence and compliance to be undertaken, to be carried out by the licenced service providers in Cyprus, prior to the formation of a Cyprus company.

While the "identification" based on documents of all natural persons involved in a Cyprus company was sufficient until two years ago, now the "verification" of the identification is required, again, based on documents. Before the actual formation of a Cyprus company commences, throrough due diligence procedures apply for all licenced service providers engaged in Cyprus company formation and Cyprus company registration. Licenced service providers in Cyprus, and other countries alike, are obliged to keep records of their due diligence procedures.

The same applies for banks and other financial institutes when opening bank accounts for Cyprus companies, companies from other countries or individuals from Cyprus or abroad. Regarding bank account opening procedures, please see our related article.

Due diligence and compliance procedures in the context of Cyprus company formation and Cyprus company registration are, by law, to be repeated on a regular basis, based on the risk classification of the Cyprus company and its beneficial owners. Various directives of the EU, such as the Anti Money Laundering Directive, for example, and various international agreements, such as the Common Reporting Standard, require at least annual updates of due diligence procedures.

Below you will find the minimum requirements of documents from beneficial owners which need to be examined by and kept with licenced service providers in Cyprus, prior to the finalisation of Cyprus company formation and Cyprus company registration.

General information about Cyprus companies

Legal system:

The Cyrus Company Law, Chapter 113, based on the English Companies Act (1948)

Responsible Government body:

The Department of Registrar of Companies and Official Receiver

Duration of a Cyprus Company:

Unlimited

Public Access to the Records of a Cyprus Company:

The records at the Registrar and Public Receiver are open to the public and can be viewed by everybody.

Viewable records: shareholders, directors, secretary of company, registered office, authorized capital, Articles of Association und Memorandum.

(Discretion is possible by using nominee shareholders, directors and secretary.)

Minimum Capital of a Cyprus Company:

Legally, the minimum paid capital of a Cyprus Company is the smallest payable amount, which is one Euro cent. However, as such a low capital would not make much sense, the usually authorised minimum capital is generally € 1.000,00.

But: a paid capital reflecting the actual business of a company is advisable for the financial standing of a Cyprus Company.

Cyprus Shelf companies:

Companies which were registered with the purpose of being sold. These companies are dormant (they have never conducted business) and have no assets or liabilities. They are immediately available.

Shares of Cyprus Companies:

Bearer shares are not permitted.

All kind of preferred shares, shares without voting right etc. are permitted.

We usually incorporate Cyprus Companies with 1.000 shares of € 1,00 each, if there are no specific requirements from the client.

Disclosure of Beneficial Owners of Cyprus Companies:

Disclosed as shareholders through the Cyprus Registrar of Companies. If nominee shareholders are appointed, details of the beneficial owner are not available on public record.

Beneficial owners living outside Cyprus, their address of residence and their profession have to be reported to the Central Bank through a statistical form. Those records with the Central Bank are not open to the public.

Shareholder(s) of a Cyprus Company:

The minimum number of shareholders of a Cyprus Private Limited Liability Company is 1 and the maximum is 50. The shareholder may be natural or legal person. The is no restriction on nationality or residency. A company can be incorporated even on 100% foreign ownership. The use of nominee shareholders is allowed.

Director(s) of a Cyprus Company:

The minimum number of directors of a Cyprus Company is one. The directors of a Cyprus Company can be natural person or legal person/ corporate entity. The majority of directors of a tax-resident company has to reside in Cyprus.

Secretary of a Cyprus Company:

A company secretary must be appointed. It can be natural or legal person and has to reside in Cyprus.

Registered office of a Cyprus Company:

A Cyprus company must have a registered office in Cyprus.

Annual Shareholders Meeting:

It is a legal requirement for a Cyprus Company to held at least one annual shareholder meeting, on which the annual returns and the balance sheets are approved. Annual Meetings can be held anywhere in the world.

Bookkeeping and Audit of a Cyprus Company:

Cyprus Companies must maintain proper bookkeeping and must prepare a fully set of Financial Statements in accordance with International Financial Reporting Standards (IFRS). The books of a Cyprus Company must be immediately accessible for the Cyprus Tax Authorities at any time.

The accounts of all Cyprus Companies must be audited by an auditor licensed in Cyprus.

Cyprus Company Tax Returns:

Annual tax returns of Cyprus Companies have to be submitted to the Cyprus Tax Office.

V.A.T. returns have to be submitted quarterly.

Provisional profit and corporate tax assessment returns have to be submitted till July 31 for the current year. The corporate tax expected for the current year has to be paid in 2 equal instalments till August 31 and December 31.

The tax payer has the right and possibility to correct the estimated profit/tax with the second instalment. The second instalment will be calculated accordingly.

If a Cyprus Company conducts business with other EU countries, monthly VIES and INFRASTAT registrations may be necessary and respective returns have to be submitted monthly.

Registration procedures of a Cyprus Limited Liability Company (Ltd.)

Finding a service provider in Cyprus:

When non-residents wish to register a Cyprus Company, a local registering agent/ service provider or lawyer has to be appointed, who will furthermore act as registering agent and proceed with the preparation of all the necessary documents for the registration of a Cyprus Company, and foloows up the procedures.

Name of a Cyprus Company:

The first step of the procedures of Cyprus company registration is always to submit a name check/search and application to the Cyprus Registrar of Companies, for reserving a name can be done online through the official website of the Cyprus Registrar of Companies.

Formal approval to use the name is required from the Registrar before the name can be used. A name may be in any language using Latin letters.

The Registrar in principle reserves the right to object names. A name is not accepted if this is misleading.

Names which include any of the following words: NATIONAL, INTERNATIONAL (IN GREEK), REPUBLIC, EUROPEAN UNION, EUROPE, EURO, INTERNATIONAL will be allowed only in special circumstances for sound reasons and with conditions. The company names shall not include the words CO-OPERATIVE MUNICIPAL, PRIVILEGED, RECOGNISED or APPROVED. Names including the words: Bank, Banking, Investment, Trust, Insurance, Broker and similar words that may suggest a subject of business that require a special license shall be allowed only if the circumstances justify.

Forms required by the Registrar of Companies:

Once the company name has been approved by the Registrar, the following documents must be submitted for the registration of a Cyprus Company:

HE1 declaration form (signed at the court by a licensed lawyer).
HE2 form concerning the registered office address of the company.
HE3 form containing information about the company Director(s) and Secretary.
Two original Memorandum and Articles of Association in Greek, which must be signed by the shareholders, whose signature must be attested by a witness and signed by the lawyer who has prepared the M&A.
Duration of a Cyprus company formation:

5-10 working days after submission of all the necessary documents to the Registrar.

Post Registration procedure:

Companies must be registered with the Tax Department in order to obtain TIC (tax identification) number and a VAT Registration number (if it is applicable).

What is needed to register a company in Cyprus?

All documents and information required for Cyprus Company formation and registration are based on the compliance provisions of the resepective EU Directives, including the EU Anti-Money-Laundering Directive.

For Cyprus Company formation and registration, we require a company order form (our specific form) completed and signed by the beneficial owners. Additionally, the following KYC documents are needed from each shareholder, ultimate beneficial owner and other individuals that have a control over the Cyprus Company to be registered or the company or companies that might become shareholder of the Cyprus Company:

Documents needed for Cyprus company registration, in case of natural person:

Our Natural Person application form, filled and signed by the beneficial owner(s).
Certified copy of a valid international passport or ID.
Certified copy or original recent (not older than 3 months) proof of address, bearing the full residential address (including postal code) and the full name of the person as stated in the passport. Following types of documents are accepted as proof of address:
· Utility bills (electricity, gas, water, fixed phone bills or municipality service bills)

· Confirmations of Residence issued by Office for Registration of Residents.

Original bank reference letter dated within the last 3 months (standard text, does not need to state account balances).
CV showing the professional career, preferably in English.
Documents needed for Cyprus company registration, in case the shareholder is a legal entity:

Our Corporate person form, filled and signed by the beneficial owner(s).
Certified and apostilled recent core documents evidencing the company’s existence and incorporation number.
Certified and apostilled recent core documents evidencing the company’s directors, secretary, shareholding and registered office (registry extract, trade register etc.)
Certified and apostilled copy of the Memorandum and articles of incorporation.
Certified copy of passport and certified copy of a recent, not older than 3 months utility bill of the shareholders, directors, secretary, nominees and other individuals involved.
Certification of documents

Passport/ID copies and the address proofs need to be certified as a true copy, in English language. Documents may be certified by an independent lawyer, accountant, notary, bank manager or embassy official, who should provide their name, address, status on the certified document.

All the above required documents should be sent to us first as a scanned copy by email and subsequently the originals by mail.

For bank account opening for a Cyprus Company, additional documents may be asked by the bank. For more information regarding Bank account opening in Cyprus please read our respective article.

Cyprus is a preferred jurisdiction as place of business with a relatively low tax burden, compared with other EU countries. Cyprus tax rules provide for a total taxation of business profits with 12,5 % corporate tax, payable on taxable profit classes. As Cyprus provides the lowest overall tax burden for both businesses and individuals in the EU, Cyprus Company Formations are increasing. The Cyprus Registrar of Companies reported almost 1.900 Cyprus Company Registrations during the first two months of 2017.

Shanda Consult Ltd is an approved Administrative Service Provider (APS), licensed by CySEC (the Cyprus Securities and Exchange Commission) with many years of experience in the field of Cyprus company formation and Cyprus company registration and management of Cyprus companies. We average standard services, but determine together with you, your individual needs and build your concept based on them.

For more information about Cyprus company formation and Cyprus company registration or for a personalized consultation please feel free to
contact us via our website: www.shandaconsult.com


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