How to Register a Company in Cyprus

How to Register a Company in Cyprus

Cyprus is a popular destination for entrepreneurs and investors looking to establish a business due to its strategic location, favourable tax regime, and well-developed infrastructure. Registering a company in Cyprus is a straightforward process that can be completed in a relatively short amount of time. In this article, we will provide a step-by-step guide on how to register a company in Cyprus, covering the legal requirements, documentation, and costs involved.

Step 1: Choose the Type of Company

Before you begin the registration process, you need to decide on the type of company you want to establish. There are several types of companies in Cyprus, including:

1. Limited Liability Company (LLC): The most common type of company, an LLC provides limited liability to its shareholders, with their liability limited to their investment in the company.
2. Public Limited Company (PLC): A PLC can offer its shares to the public and is subject to more stringent regulations compared to an LLC.
3. Partnership: Partnerships can be general, limited, or limited liability, with the liability of the partners varying based on the type of partnership.
4. Sole proprietorship: This is a business owned and operated by a single individual, with no distinction between the owner and the business.

Step 2: Choose a Company Name

Once you have chosen the type of company, the next step is to select a suitable company name. The company name must be unique and should not be similar to any existing registered company names in Cyprus. You can check the availability of your preferred company name by searching the Registrar of Companies’ online database.

Step 3: Prepare the Memorandum and Articles of Association

The Memorandum and Articles of Association are the primary legal documents that govern the company’s structure and operation. They must be drafted in accordance with the Cyprus Companies Law and should include:

1. The company’s name.
2. The company’s registered office address in Cyprus.
3. The company’s objectives and scope of business activities.
4. The share capital, types of shares, and their nominal value.
5. The rights and obligations of shareholders, directors, and other officers.
6. The rules for appointing and removing directors and other officers.
7. The rules for conducting general meetings and voting procedures.

Step 4: Appoint Directors, Secretary, and Shareholders

You will need to appoint at least one director, a company secretary, and at least one shareholder for your company. Directors and the company secretary can be individuals or legal entities, while shareholders can be individuals, legal entities, or nominees. Directors and shareholders must provide their personal information, including a copy of their passport, proof of residential address, and a bank reference letter.

Step 5: Register with the Registrar of Companies

To officially register your company, you must submit the following documents to the Registrar of Companies:

1. Statutory declaration of compliance with the Companies Law  (Form HE1).
2. The company’s registered office address in Cyprus (Form HE2).
3. List of directors and secretary (Form HE3).
4. Memorandum and Articles of Association.

For the submission of the Declaration of Compliance with the Companies Law (Form HE1), a lawyer is required. The HE1 form must be signed by a lawyer practicing in Cyprus, who confirms that the company registration complies with the provisions of the Cyprus Companies Law, Cap. 113.

Once your application is submitted and the required fees are paid, the Registrar of Companies will review your documents. If everything is in order, your company will be registered, and you will receive a Certificate of Incorporation.

Step 6: Obtain Necessary Licenses and Permits

Depending on the nature of your business, you may need to obtain specific licenses or permits before commencing operations. Some common licenses and permits include trading licenses, import/export licenses, and professional licenses. Make sure to check with the relevant authorities to ensure that your company complies with all the necessary regulations.

Step 7: Register for Tax and Social Insurance

Once your company is registered, you need to register it with the Tax Department and obtain a Tax Identification Code (TIC). To do this, submit the Application for Registration (Form T.D.2001) along with the necessary supporting documents, including a copy of the Certificate of Incorporation.

In addition, you must register your company and its employees with the Social Insurance Services. Submit the Employer’s Registration (Form Y.K.A.2) and Employee’s Registration (Form Y.K.A.3) to the District Social Insurance Office.

Step 8: Open a Corporate Bank Account

Opening a corporate bank account is essential for your company’s financial operations. To open an account, you will need to provide the bank with the following documents:

1. Certificate of Incorporation.
2. Memorandum and Articles of Association.
3. Certificate of Registered Office Address.
4. Certificate of Directors and Secretary.
5. Certificate of Shareholders.
6. Proof of identification for directors, shareholders, and the company secretary (e.g., passport, national ID).
7. Proof of residential address for directors, shareholders, and the company secretary (e.g., utility bill, bank statement).

Once your account is opened, you can deposit the share capital as specified in the Memorandum and Articles of Association.

Step 9: Comply with Ongoing Requirements

After your company is registered and fully operational, it is crucial to comply with ongoing legal requirements. These include:

1. Annual General Meetings (AGMs): Cyprus companies must hold an AGM at least once a year, with no more than 15 months between meetings.
2. Annual Returns: Companies must submit an annual return (Form HE32) to the Registrar of Companies, along with the financial statements and auditor’s report.
3. Tax Returns: Companies must file annual tax returns with the Tax Department and pay any corporate income tax owed.
4. Social Insurance Contributions: Companies must regularly submit social insurance contributions for their employees to the Social Insurance Services.
5. Audits: Cyprus companies must have their financial statements audited by an independent certified auditor in accordance with International Financial Reporting Standards (IFRS).

Conclusion

Registering a company in Cyprus is a straightforward process that offers numerous benefits to entrepreneurs and investors. By following the steps outlined in this guide and ensuring ongoing compliance with legal requirements, you can establish a successful business in this attractive jurisdiction.