How to Register a Company in Cyprus

Registration and Establishment of a Company in Cyprus:

The process of setting up a legal entity in the Republic of Cyprus is referred to as the Establishment of a Onshore Cyprus Company. If you are not a Cyprus resident, then the right term is a Offshore Cyprus Company. The business registration process in Cyprus is simpler and faster than in most European and third countries. The process starts with an application for approval of a name / brand and then the Registrar of Companies processes the registration of a business.

The registration process takes 7-10 days to complete for an expedited application and 10-20 days for a regular application. The cost for an expedited application is slightly higher than a regular application.

In order to set up a company in Cyprus, it is necessary to draw up a Memorandum of Association and Articles of Association, which define the company’s regulations and the obligations of the directors and shareholders.

According to Legislation, the drafting of the above documents must be done by a certified Lawyer with a license to practice the profession from the Cyprus Bar Association. Also a Company in Cyprus needs to fulfil substance requirements in order to enjoy benefits of Double Tax Treaties. 

Onshore Cyprus Company formation process in Cyprus

The process of establishing companies in Cyprus begins with the appointment of an authorized lawyer who undertakes the preparation of all the necessary documents required for the establishment and registration of the company. The Cyprus Companies Law CHAPTER 113 requires that only authorized lawyers in Cyprus prepare and sign the necessary documents for the establishment of the company.

Company Name Approval:

The process begins with the selection of your company name and then with the search your lawyer makes in the Registrar of Companies system to determine if the name you have chosen is available.

Next, the application is made for approval of the desired name which will be accompanied by the word LTD or LIMITED.

Some common reasons for rejecting your desired company name are:

• Similarity to existing company names in Cyprus or abroad, with similar operations to your company under incorporation.
• When the name is considered undesirable according to Article 18 of the Companies Law
• When the desired name is misleading (for example, a small and medium-sized business that only operates in Cyprus wants to register a company with a name that contains the word “WORLDWIDE”.

The name of the company can be the name of one of the shareholders and/or directors of the company or another name since the reason for this choice can be justified.

Also the name of a subsidiary company is not accepted unless there is written consent from the parent company.

We would advise you to choose names unique to your business which you will also use for the purposes of advertising and promoting your business. Our law office also has a list of approved names that you can choose for your business, for faster company registration purposes.

*It is not mandatory for your business to be advertised with the name of the company we will register (e.g. the company may be called “Andreas Andreou LTD” but have a sign outside your workplace with the name “SEAFRONT PROPERTY DEVELOPERS”.

Usually the process of approving a name by the Registrar of Companies takes 1-3 working days

Necessary Documents for Company Registration

When applying for company registration to the Registrar of Companies, the following documents are required:

• The HE1 form which is the institutional declaration of compliance which is stamped in court and signed by your Lawyer
• The HE2 form which is the notification of the address of your company’s registered office. (No need to rent an office, the address can be your home address or an address can be provided by our law office)
• The HE3 form which is the notification of the details of the company’s first directors and secretary
• The founding document of the company in which the Shareholders of the company, the Share Capital and information about the operations of the company are mentioned.
• The company’s statutory document in which the company’s internal operating regulations are referred to.
• In case you want the articles of incorporation and bylaws to be drawn up in a language other than Greek, you need a sworn statement by a translator, to ensure certified copies in the foreign language
• Copy of Identity card (for EU citizens)
• Copy of valid passport, for non-Cypriot citizens

Articles of Association

The document called “Articles of Association” drawn up by your lawyer should contain all the information required by law, such as for example:

• The name of the company, as approved by the Registrar of Companies.
• The business activities with which the Company will deal.
• The Founding document must be drawn up in articles.
• To state the responsibility of the shareholders.
• The purposes of the Company must be legal and comply with various laws of the Republic (e.g. there are activities that require a special license from State agencies, such as a travel agency, it needs an operating license from the Deputy Ministry of Tourism, so it does not it is enough to contain the activities, simply in the articles of the Founding document).
• State the exact amount of the share capital with which the Company intends to be registered and the shares into which the share capital is divided.
• The company’s shareholders, as well as their personal information and signature.

Memorandum Document

The Company’s Articles of Memorandum include regulations that regulate the operation of the company. It must be divided into articles that mention rules concerning the members of the company, its Shareholders, the Directors and Secretaries, the ways in which the decisions of the company are made and in general all the internal regulations.

Certificate of Incorporation

The Company acquires legal force, with the issuance of the Certificate of Incorporation by the Registrar of Companies, once all the requirements of the Legislation are met and after the Company’s registration is published in the Official Gazette of the Republic.

After the Registration of the Company in Cyprus

After we receilve the Certificate of Incorporation as described earlier, we also ask from the Registar a full set of Certified Copies of the Company’s Documents. Upon receipt of the Certificate of Incorporation from the Registrar of Companies, the following Certified Copies may also be requested.

• Certificate of shares;
• Certificate of Directors and Secretary;
• Registered Office Address Certificate;
• Certified copy of the Company’s Articles of Memorandum and Articles of Association;
• Certified copy of the Certificate of Incorporation;

The above documents will be needed for various purposes such as opening corporate bank accounts, VAT registration, online payments, etc.

Get your Cyprus Company ready for business

There are several mandatory steps to be taken after the registration of the Company with the Registar, in order to start doing business in Cyprus.

Registration in the Tax Registry:

After the Company’s Certificate of Incorporation is issued, there is an obligation to register the Company in the Tax Registry within sixty (60) days and to secure a tax identification number (TIN). You can find the application for registration in the Tax Registry HERE.

Registration in Social Insurance:

If you intend to hire employees or even yourself as employee for your newly established Company, you will need to register with the Employers Register of the Social Insurance Services (SSI). In case your company carries out activities and has employees in different provinces of the Republic, it should be registered separately for each province. You can find the employer registration application HERE.

Trademark registration:

We advise our clients to register their trademark in the Intellectual and Industrial Property Industry, so that you can start developing your own brand, which will gradually gain financial value and by registering the trademark you can protect its malicious use by third parties.

Compliance of the Company with Cypriot Legislation:

Any changes made to the Company’s documents should also be sent to the Registrar of Companies, such as a change of Company name, changes to Directors and Secretaries, changes to Share Capital and any other information.

Also once a year the Company prepares its annual report and a copy is delivered together with its financial statements to the Registrar of Companies. The Company also prepares advanced financial statements which it registers together with the tax return to the Tax Department.

Annual Fee:

The Company is also obliged to pay the annual fee, as determined by the Legislation, which is paid by June 30 of each year and amounts to Three Hundred and Fifty Euros (€350).

Tax Regime for Companies in Cyprus:

All Cypriot Companies that are tax residents in Cyprus are taxed on their profits from sources in Cyprus and abroad. The corporate tax rate is one of the lowest in the EU at 12.5%.

In some cases also when the profits of the company come from the Use of Intellectual Rights to other persons or companies, then the taxation can be reduced to the 2.5% basis of the IP Box Regime.

AVZ Law Office Cyprus

Our law firm has a corporate services department with experience in registering companies in Cyprus and providing legal advice on any related matters. We also provide a wide range of corporate services such as Nominee Services, Registered Office, Accounting and Auditing, VAT Registration, Bank Account opening, Secretarial and Administration services, Substance solutions etc.

Cost of Registering a Cyprus Company

Cost for register a Company in Cyprus is 1500 euro + VAT (19%) and it includes the following:

• Company’s Name Registration
• Drafting of Articles of Association
• Preparing all necessary documents
• Lawyer’s Affidavit at District Court
• Full Set of Certified Copies Company’s Documents
• Legal Advice for Corporate and Tax Law related matters in Cyprus

*No hidden costs, all costs are included in the price.