The following five types of businesses may be registered under Cyprus law:
Private or public limited liability companies are the type of businesses for which the overwhelming majority of registration applications are
Any physical or legal person, whether of EU origin or not, is entitled to form a company in Cyprus. An applicant needs simply to be able to submit all the information and documentation can be provided on request from Tornaritis Law.
Under Cyprus legislation, only a licensed lawyer is allowed to prepare the memorandum, articles of association, and the declaration form that must be submitted to the Registrar of Companies.
By “company registration process” we mean all the steps, tasks, and parties involved from the moment the applicant starts the procedure to the moment the company is granted a certificate of incorporation by the Registrar of Companies and comes into existence. In brief, it involves the following:
It depends. The processing and approval of the company name by the Registrar takes about 4-7 working days. The processing of a registration application by the Registrar usually takes another 4-7 working days (with accelerated procedure). Tornaritis Law part (filling forms, submitting
application, etc) usually requires 4-7 days. The applicant’s part however (obtaining and providing the necessary information & documentation) depends exclusively on the applicant.
Fast-Track: A way to have a Cyprus company up and running in virtually no time exists for applicants for whom time is of the essence. Instead of going through the whole process described above, the applicant can simply purchase
a “shelf company”, provided the shelf company’s memorandum and articles of association meet the applicant’s requirements. Please contact us for more information.
It is often the case that the client needs urgently to enter into various transactions abroad. To this respect, a shelf company is acquired and if so needed, a Power of Attorney is granted to the client and sent to him together
with the company registration documents (all apostil) by courier. This suffices to enable the client at virtually no time, to have a Cyprus registered company of which he has full capacity and authority to deal.
Simultaneously –or at a later time –changes to the company’s particulars, such as directors or shareholders, can be effected by the submission to the Registrar. It is often the case that the client only wants to be a beneficial rather than legal/registered owner, which does not need the involvement of the Registrar but only the issue by the registered shareholder of a written
declaration or the entering into a trust deed between the registered shareholder and beneficial owner, rendering the former a trustee and the latter a beneficiary. Please contact us for more information.
It depends. The costs involved relate to fees charged by the Registrar of Companies and Tornaritis Law. With respect to the Registrar, the nondiscretionary fees that must be paid amount to €165 (€105 + €60) plus 0.6% of the
value of the company’s nominal authorized share capital. A discretionary fee that applicants almost invariably opt for is the accelerated registration procedure, amounting to €100. With respect to Tornaritis Law fees, these will vary depending on the services provided.
It should be borne in mind that, since the Registrar fees will be paid by Tornaritis Law the bill that the latter will present to the applicant will consist of our fee and the Registrar fees. Such bill is usually addressed to the
registered company and VAT (currently at the rate of 19%) applies on the legal fees and the vatable expenses.
All companies must register with the Inland Revenue Department and obtain a tax identification number. They may also need to register for VAT, as well as
with the employers’ register of the social insurance services. Even if having to register for all three above, the process should take approximately 4-7
working days, provided that the applicant submits the necessary information and documentation without errors or omissions.
From 2011 onwards the Government has also imposed an annual levy of €350 which has to be paid by 30th June each year by every limited liability company that is registered in Cyprus. A penalty is imposed if the fee is not paid within the prescribed period and it increases accordingly to the time of delay of payment. If the fee is paid within 2 months from the appointed date then a penalty of 10% is imposed which increases to 30% if the fee is paid within 5
months from the appointed date. However, if the fee is not paid within the aforesaid time limits then the Registrar of Companies will strike the company off the register. A company struck off as aforesaid may be reinstated in the
register within a period of 2 years from the strike off with the payment of a fee of €500 and after the lapse of two years from the strike off with the payment of €750.
The applicant also needs to consider whether he needs “retainer services”. Once a company is registered, Tornaritis Law offers a variety of additional
services relating to the maintenance and administration of the new entity. These include opening and maintaining the company’s bank account, dealing with legal administration/providing secretarial services, such as convening board meetings and drafting minutes, preparing and sending annual returns and other documents to the Registrar, and even accounting and auditing services through their liaisons with audit and accountancy firms.
The client can choose and configure the retainer services that meet his needs and agree the fee with Tornaritis Law.
A Cyprus company has the following two statutory obligations with respect to the audit of its financial statements:
In the case of a company without subsidiaries or of a company with subsidiaries that falls within the non-consolidation criteria, a single audited set of financial statements will suffice for both statutory obligations. However,where consolidation is required, then a company should prepare a set of consolidated financial statements for the purposes of the Registrar of Companies and a set of separate (non-consolidated) financial statements for the purposes of Inland Revenue.
The financial statements for both the above statutory purposes should be prepared in accordance with International Financial Reporting Standards as adopted by the European Union and in accordance with the requirements of the Cyprus Companies Law, Cap. 113.
TORNARITIS LAW FIRM
Nicosia 1065 - Cyprus
Tel: +357 22456056
Fax: +357 22664056