Ready made companies
Brief jurisdiction description
Cyprus is an independent democratic republic. Cyprus became an independent nation on 16 of August, 1960, with Britain, Greece, and Turkey as guarantor powers. Turkish Cypriots proclaimed a separate state in the northern part of the island in Nov. 1983.
The island’s entry to the EU in 2004 meant a restructuring of the tax regime, which took place on 1 January 2003. Cyprus has double-tax treaties with more than 40 other countries, including most major Western “high-tax” countries, and most Central and Eastern European states. This is unusual for an international offshore financial center and the effect is that Cyprus is a great location for holding and investment companies aimed at emerging markets.
Company law
Companies Law, Cap 113 as amended in 2009.
A type of company preferred for international transactions
Private company limited by shares, either managed or controlled by residents.
Capital requirements
No minimum share capital for a private company but each subscriber to the memorandum must subscribe to at least one share of any value.
Who may incorporate
Only practising lawyers (in-house lawyers are not considered practising). Ready made companies are available.
Method of incorporation
Approval of the company name, submission of the Memorandum and Articles of Association signed by the initial subscribers together with the Declaration of Compliance signed by a local practicing lawyer to the Registrar of Companies.
Minimum shareholders/members
1 for private company; in case of a public company - 7.
Directors and company secretary
The minimum number of directors is one . Single shareholder private company can have director fulfillingsecretary role at the same time, but shareholder and director-secretary cannot be the same person. Corporate directors are allowed. No legal requirement for either, but if no resident Director there then the Company will be considered non-resident. Resident Company Secretary advisable as annual returns and other documentation is in Greek language. “Shadow” directors are not required to be registered.
Registered office
It is mandatory requirement to have registered address in Cyprus.
Taxation rates, exchange control, audit, other financial restraints
Taxation system residence based. Companies residence is determined by management and control test; and generally where Board decisions are made. Corporation tax of resident companies at 10%. No withholding tax on dividends paid to non-residents whether individuals or corporations. Non-resident companies not liable to taxation in Cyprus, but cannot utilise Cyprus Tax Treaty network. Annual returns are mandatory indicating share capital, names of directors, shareholders and company secretary. Must be filedwith audited financialstatements in Greek. The Disclosure of profitsby filingbalance sheets with annual returns required. No exchange control.
Meetings
The First Annual General Meeting (AGM) must be held within 18 months after incorporation and after that every year. To approve the audited financialstatement Extraordinary General Meetings and AGM’s are required.
The 10% corporate tax gives Cyprus the lowest rate in the EU. Furthermore, there are now certain types of income which are not subject to tax in Cyprus at all. There will be a number of changes to existing Double Tax Treaties or establishment of new ones.
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- A brochure of Company Express Group describes services offered and characteristics of most popular offshore jurisdiction.