Registration of a business in Cyprus is one of the most popular services among company formation services. A variety of types of firms, ideal conditions for holdings, lack of requirements for authorized capital, an understandable registration process and many more advantages can be listed here.
What are the types of companies available for registration in Cyprus?
1. “Public Company Limited by Shares” - a public company with limited liability;
2. “Private Company Limited by Shares” is a private limited liability company;
3. “Exempt Private Company - a private company exempted from the obligation to report to the registration authorities.
4. “Company Limited by Guarantee” - a company whose liability is limited to a guarantee. There is no authorized capital in this structure, the liability of participants is determined by the amount prescribed in the memorandum of association.
5. “Branch of Overseas Company” - a branch of a foreign company, which, in the case of activities in Cyprus, along with other companies are subject to mandatory registration in the State Register, as well as the tax authority of the country.
6. “General Partnership” - a classic partnership. Responsibility in the company is not limited.
7. “Limited Partnership” - unlimited participants have the authority to manage the partnership.
8. “Sole Proprietorship” is an individual entrepreneur.
9. “Cyprus Trust” - this structure can be used in tax planning, structuring of economic activity.
By type of activity, the above companies can be divided into: trading, holding, investment, licensed, leasing, specializing in real estate ownership, specializing in securities trading, etc.
Holding companies and trading companies, the popularity of which is caused by the lack of the need to obtain a special license for activity, as well as loyal requirements for the authorized capital, can be attributed to the most “leading” structures in Cyprus.
Corporate company structure in Cyprus
For companies with limited liability shares, the law calls mandatory a certain circle of persons: the director of the company, shareholder, beneficiary and secretary.
Director
When registering a company, directors are appointed by persons (in the future, by shareholders) who have signed the articles of association and incorporation. The decision to change the director is also carried out by shareholders. Information about the director of a Cyprus company during its registration is placed in the State Register and is publicly available.
Shareholder
The minimum number of shareholders of a Cyprus company limited by shares is 1, and the maximum is 50. Information about shareholders and their shares in the company is recorded in the State Register and is public. This information is also posted in the Shareholder Certificate.
Beneficiary
The beneficiary may manage his company independently or through a nominee director / shareholder. When using the services of a nominal shareholder, the owner’s rights to manage the company are subject to confirmation by a trust declaration. This document is signed by the nominal owner of the company’s shares and establishes the conditions for holding shares.
Information about the beneficiary is not registered in the State Register and is confidential. If there is a nominee director in the company, the operational management of the company is assigned to an attorney.
Secretary
A mandatory item for the legal existence of a company in Cyprus is the presence of a secretary. The duties of the secretary include filing the appropriate documents in the State Register, monitoring corporate correspondence, storing documentation, etc.
The director of the company cannot act as a secretary. A legal entity whose sole director is the sole director of a Cyprus company cannot be the company secretary.
Shares and registered capital of a Cyprus company
Registered shares are allowed for companies in Cyprus, which can be divided into any number of series and classes, as well as vested with special preemptive rights. Requirements for the authorized capital, as well as for its minimum payment, are not put forward.
Registration of a company in Cyprus. Required documents
1. A document that confirms the planned company name implies no prohibited words, as well as similarities with other names;
2. A signed Memorandum, which must include the name of the company, a description of its structure, the main objectives, the size of the authorized capital, its division into shares, a mark on the limited liability of company members and some other information;
3. The charter of the company. which should contain the basic principles of relationships and interactions of participants, a description of the procedures for holding a meeting of shareholders, transfer of shares, transfer of decisions, etc.
After registering a company in Cyprus, the State Register issues four certificates, which further serve as official evidence of the existence of the company:
- Certificate of Incorporation;
- Certificate of Directors and Secretaries;
- Certificate of registered address (Certificate of Registered Office);
- Certificate of Shareholders.
Liquidation of a company in Cyprus
The first option for the liquidation of a Cypriot company is liquidation by court order.
The second is liquidation by decision of the company participants. In this case, in addition to the adoption of a special resolution confirming the decision on liquidation, the procedure will require the appointment of a liquidator, the performer of all actions, such as preparing a liquidation balance sheet, collecting information about creditors, submitting a liquidation announcement companies in newspapers, providing copies of documents to the State Register.
Upon completion of the liquidation procedure, the company is given a certificate confirming the termination of its existence.
