Requirements and Conditions of Cypriot Limited Companies

Please read about the requirements for permanent establishments in the second section of our page „Germany“.

Legal Form of Company
Limited Liability Company (Ltd.), as per the Cypriot Company Law, based on the English Companies Act (1948).
Under fiscal law, companies are separated into tax-resident and non tax-resident companies. Please pay attention to the related details hereinafter and read information here.

Incorporation of Company
Has to be realised through a local registering agent, who will furthermore act as registering agent.

Duration of Company
Unlimited.

Company Name
May be in any language using Latin letters. The Registrar in principle reserves the right to object names; however, this right is rarely used.
Already registered names will not be permitted. The following words and its translations may not be used: “royal”, “Queen”, “King”, “saint”, “Commonwealth”, “international”, “bank”, “insurance” or “assurance”, and similar words that may suggest a subject of business that require a special licence.

Public Access
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, authorised capital, Articles of Association und Memorandum.
(Discretion is possible by using nominee shareholders, directors and secretary.)

Minimum Capital
The minimum authorised capital is € 1.000,00.
However, for a better “picture” of the company we generally incorporate companies with an authorised capital of € 5.000,00 and a paid capital (thereof) of € 1.000,00.

Shares
Bearer shares are not permitted.
All kind of preferred shares, shares without voting right etc. are permitted.
We generally incorporate the companies with 1.000 shares of € 5,00 each.

Beneficial Owner
Disclosed as shareholder.
If nominee shareholders are appointed, the beneficial owner will not appear in the records of the Registrar.
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.

Minimum of Shareholders
One.
May be a natural or a legal person and may reside anywhere in the world.

Minimum of Directors
One.
Cypriots or foreigners, natural or legal persons possible.
The majority of directors of a tax-resident company has to reside in Cyprus.
The director(s) of a non tax-resident company has (have) to reside outside Cyprus.

Secretary of Company
Secretary of Company has to be appointed. Can be a natural or legal person and has to reside in Cyprus.

Registered Office
Has to be maintained in Cyprus.

Shareholder Meetings
At least one annual shareholder meeting has to be held, on which the annual returns and balance sheets shall be approved.

Accounting and Auditing
All companies registered in Cyprus have to keep statutory accounting and to be audited.
Statutory accounts must be kept or verified by a resident accountant.
Accounts must be audited by an auditor licensed in Cyprus.

Corporate Tax
Non tax-resident companies are not liable for tax, provided

• that the directors do not reside in Cyprus, and
• that the companies does not conduct any business with natural or legal persons residing in Cyprus.

Non tax-resident companies can not benefit from Double Taxation Avoidance Treaties.

Tax-resident companies pay 10 % corporate tax on their taxable income. However:

• tax on income from interest is only 5 %,
• income from dividends, appreciation of shares and bonds and from the purchase and sale of the aforementioned is not taxable.

Double Taxation Avoidance Treaties fully apply.

Special Contribution for Defence
The so-called Defence Tax as per Special Contribution fro Defence Tax Law is payable, under certain circumstances, on income from dividends and interest. The EU Parent-Subsidiary Directive fully applies.
The Defence Tax on dividend income is 15 %, on interest income is 10 %. However, it will generally not apply in your cases.
Please ask for our separate tax information sheet, if necessary.

Tax Returns
Annual tax returns have to be submitted to the tax office.
V.A.T returns have to be submitted monthly.
Provisional assessment returns have to be submitted till August 31 for the current year. 75 % of the tax expected has to be paid in 3 equal instalments till August 31, September 30 and December 31.
If business is conducted with other EU countries, VIES and INFRASTAT registrations are necessary and returns have to be submitted periodically.

Double Taxation Avoidance Treaties
Cyprus maintains Double Taxation Avoidance Treaties with more than 40 countries.
(Please see reg. chapter on our website.)

Duration of Incorporation
Provided that all necessary documents are presented and that there will be no delay from repeated name approvals (because a suggested name has already been taken), the incorporation of a company normally takes 10 – 12 working days.

Necessary Documents
If the shareholder is a natural person:

• our application form
• shareholders' colour copy of passports, preferably scanned (ID possible as well, but passport preferred by banks), legalised as true copy by a lawyer or accountant or auditor
• directors' colour copy of passports, preferably scanned (ID possible as well, but passport preferred by banks), if no nominees appointed, legalised as true copy by a lawyer or accountant or auditor
• anti-money-laundering declaration, from all shareholders (provided by us)
• proof of address, from all shareholders (original utility bill; water, electricity, gas, telephone)
• bank reference

If the shareholder is a legal person:

• our application form
• official company documents (should normally with Apostille)
• colour copy of passports, preferably scanned (ID possible as well, but passport preferred by banks) of the shareholders or directors of the company to be shareholders of the Cyprus company, legalised as true copy by a lawyer or accountant or auditor
• colour copy of passports, preferably scanned (ID possible as well, but passport preferred by banks) of the directors of the Cypriot company to be incorporated, if no nominees appointed, legalised as true copy by a lawyer or accountant or auditor
• anti-money-laundering declaration, from all shareholders (provided by us)
• proof of address, from all shareholders (original utility bill; water, electricity, gas, telephone)
• bank reference

All documents should be scanned and sent to us by email and then in original by mail.
In case of account opening required, additional documents may be asked for by the bank.