Cyprus Company Law mainly provides the requirements and regulations that need to be followed when setting up a company in Cyprus. MN & Associates facilitates its clients by advising, guiding and undertaking procedures that need to be followed for purposes of daily management, administration issues and reporting requirements.
The law details the procedures and processes that need to be followed for purposes of daily management, administration issues and reporting requirements among other purposes. For majority sectors, there exist no restrictions that apply to direct investments undertaken in Cyprus / investments through Cyprus by legal or natural persons of third countries or EU Member States. This implies that entities in Cyprus can engage directly in either local or international business activities with no restrictions whatsoever or need to apply for special permission from authorities. This is irrespective of whether the entities are beneficially owned by local persons or foreigners.
Legal forms for conducting business
Foreign investors are permitted to establish any of these (business) entities in Cyprus:
- A Limited company (incorporated in Cyprus)
- Branch of a company that is incorporated overseas
- A Partnership
- An International Trust
Procedures in Company Registration
The process of incorporating a Legal Entity in Cyprus takes a completion period of a maximum of two weeks. After the incorporation is complete, the legal entity is permitted to establish a business.
The Registry of Companies needs to officially approve the proposed name of the company. When submitting an application for the approval of the company’s name to the Registrar, it is advisable to submit two or three proposed names that end with “limited”. This goes a long way in avoiding any unnecessary delays and inconveniences. However, applicants should know that a name is likely to be rejected if:
- There is consideration that it is confusing or misleading
- It is similar/resembles that of an already existing company
- It is includes the word (s) “ Commonwealth, Co-operative, Corporation, Imperial or National”
- It hints at links with royalty.
Cyprus Company Law provides for the documents and details that need to be filed with the Companies’ Registry for the registration of a company to be undertaken. These documents are:
(A). the Memorandum and Articles of Association
The Memorandum should state the following:
- The company’s name with the word “Limited” being the closing word on the name
- The company’s registered office location
- The company’s objects (objects should be wide to enable the business to engage in different activities)
- A statement indicating that members’ liability by shares or through guarantee is limited when applicable.
- The share capital and information on shares with authorization to be issued.
- The memorandum’s subscribers along with the number of shares they have subscribed.
(b) The Articles of Association
These articles generally oversee the internal procedures as well as functions of the company. The articles address issues like:
- The company’s general meetings
- Members’ voting rights
- Share transfers
- Directors’ appointment and powers
- Audit & Accounts
(c) A list of company directors and details about the company’s secretary
There is a requirement of at least one director but there is no limit to the number of directors. It is advisable that the Company Secretary should be a resident of Cyprus.
(d) Contact address of the registered office of the company
This is where the company’s official notices and documents are to be served.
(e) A declaration/ lawyer’s affidavit
This declaration affirms that all the necessary requirements and formalities have been observed according to the Company Law’s provisions.
Cyprus Company Law stipulates how the registration and formation of a company needs to be undertaken and in what manner. The law provides the formalities that need to be observed in the formation of a company.