Legal Requirements of Registering a Cyprus Company

Basic Requirements of Incorporation

Reporting Requirements of a Cyprus Company

A company in Cyprus has the following reporting obligations:

Accounting and Auditing obligations

A Cyprus Company must prepare financial statements in line with IFRS reporting standards. These financial statements must also be audited.

Furthermore, it must file an annual return to the Registrar of Cyprus Companies. The General Meeting must meet annually for this purpose. The annual return must be filed 28 days after holding the Annual Shareholders’ Meeting. A copy of the annual report must be kept in the company’s registered office.

Additionally, a company must keep proper books and records and after every quarter, a company in Cyprus must file its VAT reports.

All financial records must remain in the Company’s Registered Office and should be available from inspection by the Cyprus Tax Authorities.

Keep specific Corporate Documents

A company in Cyprus must keep in its registered office the Memorandum and Articles of Association, Certificate of Incorporation, Certificate of Shareholders, Certificate of Directors and Secretary as well as the Certificate of its Registered Office.

Furthermore, it must maintain in its Registered Office the minutes relating to general meetings held by the shareholders of the company.

Maintain specific Registers

Under the law, a Cyprus Company is also obliged to keep specific registers. These include, the Register of Directors, Secretaries, Shareholders and Charges. In these registers, records of all existing and previous persons or charges are held.

Obligations to Provide copies and reports to the Registrar of Cyprus Companies

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We can help you set up your business in Cyprus and undertake all the legal, regulatory and administrative workload.

Share capital for setting up the company

The minimum share capital of a Cyprus private company is €1 euro. However, in practice the usual share capital of a newly incorporated company is €1000 euro. The share capital need not be paid immediately and may be paid at any stage after the incorporation. Note that specific conditions apply in case the company performs specific activities licensed by the Cyprus Securities and Exchange Commission or where the company is Public. If the company is a public company then the minimum share capital is €25,630.

There are other types of businesses which do not require fulfilment of share capital conditions. These are the cases for example when the type of business is a sole trader, a partnership, or a limited partnership. You can view more information on these types of businesses here.

Documents to be submitted to the Registrar of Cyprus Companies

A number of documents must be submitted to the Registrar of Cyprus Companies prior to registration of a company in Cyprus. They are the following:

  • Form HE1. This is an affidavit signed by the lawyer at the Registrar of the District Court.
  • Form HE2. This is a form which states the registered office address of the company.
  • Form HE3. This form lists the directors and the secretary of the Company. We note that if the company is Public then form HE5 must be submitted. HE5 is a list of persons who consent to act as directors of the company.
  • Two sets of original Memorandum and Articles of Association must also be provided to the Registrar of Cyprus Companies in Greek. These must be prepared by a practicing lawyer who must also sign them. They can also be submitted in English, if they are supported by an affidavit of the person translating them. The Memorandum and Articles of Association must bear the signature of the shareholders and also a witness.

On the Registration of the Cyprus Company, the Registrar of Cyprus Companies will issue the following documents:

  • Certificate of Shareholders
  • Certificate of Directors and Secretaries
  • Certificate of Registered Office
  • Certificate of Incorporation
  • A certified true copy of the Memorandum and the Articles of Association

News and Insights

Documents to be provided to us under Know-Your-Client-Procedures for registering a company in Cyprus

In order to set up a company in Cyprus a lawyer must perform the Know-Your-Client procedures under applicable Anti-Money Laundering Laws and Regulations in Cyprus. This means that the clients will need to provide us with documentation and fill in specific forms for the purpose of being able to register the company and act as Cyprus company service providers.

The documents below should be sent to us by scanned copy first. Then the originals should be sent by post.

Documentation required from the Shareholders (or the Ultimate Beneficial Owners), Directors and Secretary of the Company depend on whether they are physical persons or legal entities (for example companies), and they are the following:

In case the shareholders, directors or secretary are Physical Persons

For each person in the newly registered company:

  • A certified copy of the Passport showing the passport number, photograph, date of birth other personal details and signature of the individual.
  • A certified (and translated into English) recent Utility bill (not older than 3 months) showing the physical address of the individual.
  • CV of the individual.
  • A reference letter from the Bank (not older than 3 months) (this is always required for shareholders).
  • A Company-Client Questionnaire
  • A Due Diligence Form duly completed and signed for individuals.
  • A Source of Wealth Form duly completed and signed for individuals.

In case the shareholders, directors or secretary are Legal Persons

For each legal entity in the newly registered company:

  • A certified copy of the certificate of incorporation, registered office and certificate of shareholders, directors and secretary or similar document.
  • A certified copy of the Memorandum and Articles of Association or similar document.
  • Reference Letter from a Bank, Accountant, Auditor or Lawyer.
  • Certificate of good standing.
  • All documentation required from Physical Persons for all the Shareholders, Directors and Secretary of the Legal Person.

We note that in case the incorporators remain abroad, we will require them to sign the Memorandum and Articles of Association and send the originals to us.

Certification: The certification of the passport and the proof of address must be in the English language and be certified by the person who translated them in English (as being a true translation of the original). Furthermore, they need to be certified by a lawyer, accountant or auditor, notary public, bank manager or embassy official.

The person certifying the document must provide his/her name, address and profession on the certified document.

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