Introduction

A Cyprus International Business Company is one of the most popular and effective means of tax planning. The principal corporate legislation under which companies are incorporated and administered in Cyprus is the Cyprus Company Laws, Chapter 113 of 1951, which is based on the English Companies Act of 1948.

1. Legal forms of Companies under the Cyprus Law

1.1 Company Limited by shares which is subdivided into:

(a) Public companies and

(b) Private companies which are also subdivided into:

i. Exempt Private Company

ii. Limited Private Company

2. Company Limited by guarantee

The Partnerships and Business Name Law, Chapter 116, also provides for two general types of Partnerships:

a) General Partnership

b) Limited Partnership

Further, section 347 of the companies Law Chapter 113 provides for the registration in Cyprus of foreign companies under the form of a branch.

2. The registration of the International Business Company

2.1 Name

A certain procedure is followed for the registration of the company. The first step in the process is the choice of the name of the company. An application is filed to the Registrar of Companies with the requested name. The name must include the word “limited” or its abbreviation “LTD” to signify limited liability status. The period for name approval is 4-5 business days. Once approval of the company name is obtained, the memorandum and articles of association of the company are prepared and submitted for registration to the Registrar of Companies together with the information regarding the officers and shareholders of the company. The non-residents’ share or participation must be registered in their names or in the names of their nominees at the department of the Registrar of Companies.

Our office always maintains an extensive list of approved names which our clients may use for immediate incorporation.

Upon submission of all required forms and incorporation documents, the Registrar of Companies usually gives a registration number within 4-5 working days and then the corporate certificates are issued in English or Greek languages.

2.2 Confidentiality

It is possible to obtain absolute secrecy of the identity of the shareholders, either through trust fiduciary agreements or through nominees or through other companies.

The appointment of directors, nominee shareholders and secretary guarantees the protection from the disclosure of information about the beneficial owner in any governmental instructions.

The name of the actual shareholders is required only in case of opening a bank account in Cyprus (or foreign) Banks. However, the bank does not disclose the information about the beneficiary to any other institutions. The signatory of the bank account can be the beneficial owner personally or the appointed nominee individual.

2.3 Administration

Companies carry on business activities in and outside Cyprus, whilst it may well have offices and/or have its administration in Cyprus and have local and/or expatriate employees.

2.4 Registered Office

The Cyprus Company Law requires the presence of the registered office of the company on the territory of Cyprus.

2.5 Objects

There is no restriction as to the type or objects and scope of the company. The Memorandum may be changed following an application to the court and having obtained the relevant court order, whilst the articles may be changed by special resolution.

2.6 Directors

It is not necessary for directors to hold qualification shares.

The minimum number of directors is one who can be either an individual or a legal entity, but in such a case he or she cannot also be the secretary of the company.

Alternate directors may be appointed. The minimum number of shareholders is one, natural or corporate. The annual general meeting and/or any extraordinary general meeting of the shareholders may be held in Cyprus.

2.7 Secretary

The existence of the company secretary is required by the Law. The secretary of the IBC must be appointed by the directors. Although the nationality of the secretary is immaterial it is recommended the secretary of the company to be a resident in Cyprus.

2.8 Meetings

Also meetings of the board of directors may (and should) be held in Cyprus. A company must maintain a register of members, directors, secretaries, mortgage or charges and other statutory books.

2.9. Annual Financial Statements

Business entities are required to prepare and submit to the Department of Finance and the Department of Inland Revenue annual financial statements audited by auditors practicing on the island. For further information please see our memo on Tax and Regulatory Reporting Requirements

3. BRANCHES OF FOREIGN ENTITIES

3.1 The Law

A branch of a foreign company may be registered in Cyprus under section 347 of the Companies Law, Chapter 113.

3.2 Requirements

Overseas companies may establish a branch in Cyprus by applying directly to the Department of the Registrar of Companies and Official Receiver, within one month of such establishment.

With regard to the certification of the above documents, experience has shown that the documents must be legalized and “apostilled” in the country of origin. Alternatively, legalization is required both by a notary public and the consul of the Republic of Cyprus in that country.

3.3 Branch documents

As in the case of companies it is advisable that the management of the branch and the overseas company are provided, upon the registration of the branch, with a full set of documents, properly legalized and translated, where appropriate, into English or any other language. In the case of a branch such documents normally comprise:

 

3.4 Effect of registration

By registering a Cyprus branch of an overseas company, no new incorporation is effected since there is an already incorporated company abroad which is simply establishing a place of business in Cyprus.

The name of the branch is the same with the name of the overseas company.

3.5 Annual Financial Statements

The branch must file with the Registrar of Companies, a certified copy of the balance sheet and profit and loss account of the parent corporation, translated into Greek.

4. PARTNERSHIP

4.1 The Law

The law governing partnerships is the Partnership and Business Names Law, Cap. 116. This is identical to its English counterpart.

4.2 Registration procedure

The registration of a partnership in Cyprus is effected by submitting a return to the Registrar containing the name, object and duration of the partnership, as well as the names and addresses of the partners and their authority to bind the partnership.

4.3 Definition

The legal definition of a partnership is the relationship between two or more persons carrying on business in common with a view to profit. Joint ownership, however, does not amount to partnership. There are two types of partnerships as described below.

4.4 General Partnership

With a few exceptions, any form of business may be carried on in Cyprus by a partnership. A partnership may not, however, consist of more than 20 persons. There is no requirement that all or any of the partners is Cypriot nationals and a corporate body may be a partner.

4.5 Partners and Liability

In general, the partners are jointly liable to the creditors for the debts and obligations of the partnership firm, and each of the partners is also personally liable for all the debts of the firm not satisfied by the partnership assets. Their rights and obligations are governed by the partnership agreement and by the above law

4.6 Limited Partnership

The law also provides for a limited partnership with one or more general partners, who manage the firm’s business and have unlimited liability, and one or more limited partners who invest a fixed amount of capital in the firm and are not liable for its debts and obligations beyond the amount of the capital. Limited partnerships are not common.