Cyprus Company formation
A Cyprus company is recognized in law as a legal entity, separate from the persons who form the company and/or the directors and shareholders. It has a separate legal existence and is separate and distinct from its owners. Private Limited Companies are considered as one of the most easily managed and cost effective business structures.
Tax incentives Some of the main incentives are as follows:
- Low corporation tax at flat rate of 12.5% on net profit.
- Dividend income is exempt from corporation tax.
- No withholding tax on payments to non-residents (dividends, interest and royalties).
- No capital gains tax on profit from sale of securities.
- Non-resident entities are only taxed on their Cyprus-sourced income.
- Profits from overseas permanent establishments are exempt from corporation tax.
- Restructuring legislation in line with the EU Merger Directive extending to non-EU companies.
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THE CYPRUS INTERNATIONAL BUSINESS COMPANY
The main statute governing the formation and operation of companies in Cyprus is the Companies Law, Chapter 113 of the Laws of Cyprus as amended(is based on the UK’s former Companies Act 1948)
Under the Companies’ Law the following types of Companies can be registered:
- Limited liability Company by shares;
- Limited liability Company by guarantee with share capital or without share capital.
The limited liability companies by shares can be: –
- Public or
Cyprus company facts:
Share Capital: Although there is no minimum initial share capital requirement, our firm’s practice is to incorporate Cyprus companies with 1000 Euros authorised share capital of which the whole amount is issued in shares of 1,00 Euro each.
Shareholders: The minimum number of shareholders is one (1), and this can either be a physical person or a corporate entity. Our firm offers nominee shareholders to hold shares as trustees of the client.
Directors: The minimum number of directors one (1), and this can either be a physical person or a corporate entity. Although there is no legal requirement for the nationality of the directors, we advise that if the Cyprus company intends to be a tax resident in Cyprus, then at least the majority of the board of directors should be comprised of Cyprus resident directors. Our firm offers nominee directors, corporate and physical persons. It is possible to arrange for the appointment of professional directors at a fee to be discussed according to the circumstances of each client.
Secretary: Although there is no legal requirement for the nationality of the secretary, we advise that for practical purposes, the secretary is a Cyprus resident. This can either be a physical person or a corporate entity. Our firm offers nominee secretary services.
Registered office: The registered office is the official physical address of the company and must be in Cyprus. The statutory books and seal of the company must be kept at this location. Our firm can provide a registered office service upon request.
Tax Registration: It is obligatory for all Cyprus companies to be registered with the Tax Authorities upon their incorporation.
Financial Statements: Audited financial statements have to be submitted to the Cyprus Tax Authorities within 18 months from the incorporation of the Cyprus company and once every 12 months thereafter. Our firm is in a position to offer, through associated accounting and audit firms accounting and audit services.
The Private Limited Liability Company by Shares
The usually used vehicle for engaging into business activities in and from Cyprus the type of Company that foreign investors use for their international tax planning.
Main Characteristics of the The Private Limited Liability Company by Shares
- The minimum number of shareholders is one and the maximum number is fifty.
- Nominee shareholders can be used where anonymity and confidentiality is desirable.
- The Company must have a registered office in Cyprus.
- Minimum number of directors is one /no maximum number. Directors can be local, foreign, physical or legal persons. Professional local directors may be appointed.
- The Company must appoint one Secretary, who may be local ,foreign physical or legal person can be also professional.
- Accounts and financial statements duly certified by certified or chartered accountants practicing in Cyprus must be prepared according to International Financial Reporting Standards.
Procedure of Registration
- Application for the approval of the desired company name to the Registrar of Companies,(already approved names are available).
- Preparation of the Memorandum and Articles of Association by a licensed advocate.
- Submission of the company documents (Memorandum and Articles of Association) to the Registrar of Companies for approval.
- The procedure for approval of a name takes from 1-3 days and also the procedure to approve the documents and register the company takes from 4-7 days