There are several requirements which need to be complied with when starting a business in Cyprus, no matter if the owner is a national or foreign investor. One of these requirements refer to appointing a company secretary, according to the Company Law in Cyprus. It is also important to note that this requisite applies no matter the type of company is registered in Cyprus.
Below, our lawyers in Cyprus explain how the company secretary is elected and appointed when opening a company in this country. You can also rely on us for assistance in registering a company in Cyprus.
Our Cypriot lawyers can offer more information on the appointment of company secretaries in accordance with the provisions of the law.
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The company secretary under the Company Law in Cyprus
No matter if the company secretary is a natural person or another company, the Cypriot legislation provides for the secretary to respond directly to the directors. However, the secretary must be elected by the shareholders at the same time the directors are appointed.
Even if there are no specific provisions related to the qualifications of the secretary, it is required for the appointed person to have experience in similar positions. This is not the case of corporate company secretaries.
It is important to know that in 2018 the Cyprus Company Law has undergone several changes in respect to appointing company secretaries. Under the new regulations, any type of company is required to have a single company secretary without appointing other assistant secretaries or persons to complete similar activities.
Our attorneys in Cyprus can explain all the provisions of the Company Law when it comes to appointing company secretaries.
The Cypriot company secretary
All companies fall under the regulations of the Cypriot Commercial Law which sets out the requirement to appoint a company secretary. In single member companies, the company secretary position can be occupied by the director of the Cypriot business entity. Company secretaries in Cyprus can be an individual or a legal entity. Just like any other officer in the company, the secretary position can be discharged by an employee and each change related to the company secretary must be announced to the Cypriot Companies Registry.
Appointing a company secretary in Cyprus
The company secretary must be a Cypriot resident. Upon the incorporation of the company, the secretary must be mentioned in the company’s Articles of Association and their details must be shared with the Companies Register. Also, according to the anti-money laundering regulations, the Trade Register must contain information about the company secretary’s address. The company secretary is appointed by a directors’ written resolution and can be replaced at any time. For more information about the appointment of company secretaries you can refer to our Cypriot lawyers.
The Cypriot company secretary’s duties
The principal duties of the company secretary are established by the Cypriot company’s Articles of Association. The Commercial Law also defines the role and responsibilities of the company secretary in Cyprus. The most important duty of company secretaries is the fiduciary duty. The main responsibilities of company secretaries in Cyprus are:
- to maintain and update all company registers,
- to prepare and lodge filings and minutes of the company’s meetings,
- to keep the company’s seal,
- to prepare the notices for board meetings or shareholders’ meetings,
- to maintain the company’s statutory registers,
- to issue share certificates,
- to prepare and file annual returns and other financial documents with the Trade Register,
- to prepare any other document required by the law.
The Cypriot company secretary may also sign statutory declarations on behalf of the company and authenticate documents.
Restrictions related to the company secretary in Cyprus
As mentioned earlier, it is possible for a director to also take on the role of a Cyprus company secretary, however, there are also certain restrictions related to the election and roles of certain persons as secretaries, as it follows:
- in the case of a limited liability company with a single shareholder and director, the director cannot be the Cyprus’ company secretary;
- public companies which have a single director are also required to appoint another person or company as a secretary;
- company secretaries cannot fulfill the role of company directors and cannot sign documents on behalf of directors;
- when appointing another legal entity as a company secretary, the said entity cannot be the company’s director as well;
- the company secretary cannot replace company directors, according to the Cyprus Company Law.
It is important to understand that the company secretary will have the same responsibilities and duties just like a Cypriot company’s director and that is to adopt a professional attitude and act in the benefit of the business it represents. In case of not fulfilling his/her obligations, the company secretary can be subject to fines or other penalties.
The company secretary must be acquainted from the beginning with the type of company it serves and with the provisions of the Company Law and Corporate Governance Code of the company. Also, if any other special law applies, the company secretary must be aware of its provisions.
Our lawyers in Cyprus can offer detailed information on the restrictions applicable to company secretaries.
Nominee company secretary services in Cyprus
It is possible for Cypriot companies to appoint other legal entities as company secretaries and these are usually known as nominee company secretaries.
Most of the times foreign investors use nominee company secretary services when they cannot appoint a Cyprus resident as a company secretary. It is also safer to use such services offered by professionals especially when considering the secretary will act as a liaison between the business and the Cyprus authorities.
Our law firm in Cyprus also offer nominee services, no matter if you require shareholder, director or secretary services.
Why open a business in Cyprus?
Cyprus is one of the most appreciated business destinations for European investors because of the many incentives granted by the government to those starting companies here. Apart from these, Cyprus has one of the best citizenship by investment programs in Europe.
Based on recent data:
- according to UNCTAD’s 2019 World Investment Report, Cyprus attracted 3.2 billion USD in foreign direct investments in 2018;
- in the first quarter of 2019, Cyprus’ foreign direct investment increased by 273.6 million USD;
- Cypriot companies have also expanded their investments abroad in March 2019, with value of 333.1 million USD;
- Cyprus’ Foreign Investment Portfolio at the beginning of 2019 totaled 1.4 billion USD.
For complete information about company secretaries you can contact our law firm in Cyprus.