In Cyprus, the activities of any company is regulated by the revised Company Law (Cap.113) , since 2003. According to this, the companies may be registered as limited liability companies, public limited companies or company limited by guarantee. In Cyprus, partnerships are also allowed in two forms: general or limited.
The limited liability company in Cyprus may be formed by at least one shareholder, but no more than 50. The capital is divided into shares that are restricted to transfer. The liability of the shareholders is limited to the amount of their shares. Only one director is managing the company and the General Meeting of the shareholders is taking all the major decisions. Also a Secretary must be appointed to keep under his custody the Register of Members, the Register of Charges, the Register of Directors and Secretary, the Company Seal and the Minute Book.
All the limited liability companies must be registered at the Company Registrar of Cyprus. If the company is not involved in any criminal activity, the confidentiality of the shareholders is granted by law.
A public limited liability company in Cyprus doesn’t have a maximum number of shareholders and the shares are freely transferable. The duration of a public limited liability company may be stipulated in the Articles of Association but usually it’s unlimited. The shares of the public limited liability company may be registered at the Cyprus Stock Exchange.
Cyprus Company Limited by Guarantee is a type of company that is copying the English type of company limited by guarantee. This type of business is especially designed for charitable and non-profit making purposes. It doesn’t require a minimum share capital. It doesn’t have a maximum number of shareholders.
A general partnership in Cyprus is based on the agreement of two or more partners (but no more than 20) that are united under the same name with the same economic goals. A banking business organized as a general partnership cannot have more than 10 partners. Within 1 month from formation the partnership must be registered in the Registrar of Partnerships. It’s not forbidden for a foreign investor to be a part of a partnership.
A limited partnership is similar to the general partnership; the main difference is that it’s formed by a general partner and a limited partner. The general partner can take all the management decisions and have unlimited liability, unlike the silent partner who’s liability is limited by its contribution to the capital.
A sole proprietorship is liable with the owned personal goods for the business debts. It’s a form of company designed for small businesses.
Any foreign company may establish branches in Cyprus, by presenting relevant documents. The main requirement for the branches is to submit annual financial reports, in Greek or if not accompanied by a Greek translation.
First of all, the desired name for the company must be checked at the Registrar of Companies of Cyprus. If the name is available, it can be reserved.
The Memorandum of Association must be prepared by a legal lawyer and notarized.
All the necessary documents must be submitted to the Companies Section of the Department of Registrar of Companies and Official Receiver. The tax registration number and the VAT must be received from the Ministry of Commerce, so an application must be send.
The last step in incorporating a company in Cyprus is registering at the Ministry of Labor for the Social Contribution.
The companies are incorporated once a Memorandum of Association is signed by all the members of it. The Memorandum of Association must contain the name and the object of the company. It must also contain the address of the registered office, the amount of the share capital, the name of the subscribers of the shares and the number of shares. The memorandum of association may be submitted in any language if it’s accompanied by a legal Greek translation.
The articles of association must contain the following information: the voting rights of the members, the general meeting of the company, the accounts and audits, the appointment of the managing members.
A Cypriot branch must also provide the certificate of registration of the parent company, the articles of association, the name of the manager of the branch and details regarding it.
Usually, the incorporation of a company in Cyprus is a procees that won’t take longer than 10 days if all the requirements are met.
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