Before any other steps are taken with regard to the incorporation of a company, the Registrar of Companies must be approached to ascertain whether the name by which the company is proposed to be incorporated is acceptable. The Registrar will not accept a name if:
- It is too similar to the name of an existing company
- It is considered to be misleading
It includes any of the following words: “Imperial”, “National”, “Corporation”, “Commonwealth”, “Co-operative”
- Bearing in mind the above restrictions it is desirable to submit for approval to the Registrar two or three alternatives to the first choice of name, as experience has shown that this can save time and unnecessary exchange of correspondence.
- Where the proposed Cyprus company is intended to have a similar name to that of its parent company, the Registrar will require the consent of the parent company for the use of such name.
Filing of the memorandum and articles of association
To effect registration of a company the memorandum and articles of association must be submitted for filing with the Registrar of Companies.
Share capital requirements
There is no legal requirement as to the minimum or maximum share capital of the company. However it is recommended that the authorized share capital should be at least €1.000 which may conveniently be divided into 1.000 shares of €1each. Which are usually issued and fully paid up upon incorporation.
1. Under Cypriot Law, every company, limited by shares, must have at least one shareholder. If anonymity is required, the shares may be held by trustees for the beneficial owners without public disclosure of the owners’ identity.
2. The following information is required for each shareholder:
- Residential address;
- Details of business activities to be carried out by the proposed Cypriot company;
- Number of shares to be held;
- Notarised copies of passport;
- For corporate shareholders, notarised copies of the statutory documents.
Appointment of directors
Subject to certain statutory disqualification and restrictions, the manner of appointment of directors is laid down in the articles of association of the company. Whatever these may provide, the ultimate control for appointment and removal of directors vests with the members of the company. The articles of association may, in certain cases, name the first directors of the company, who thus become directors from the date of incorporation. Alternatively, and more commonly, the articles may provide that the name of the first directors be determined by the subscribers to the memorandum, who in fact are the first members. An appropriate resolution signed by the subscribers is required and the persons named by the subscribers become directors on the date this resolution is signed.
From a tax planning point of view it is important that the company is managed and controlled in Cyprus and, accordingly, it is recommended that the majority of the directors appointed are Cyprus residents. It is sometimes desirable that expatriate directors are also appointed, but it is advisable that the number of the intended expatiate directors resident in a particular country is always below the minimum number necessary to constitute a quorum. The quorum necessary is normally stated in the articles of association of the company. With regard to the appointment of directors the following particulars are required:
- Full name
- Residential address
- Date of birth
- Passport number for expatriate, ID number for Cypriots
It is advisable to ensure that upon the incorporation of the company its beneficial owners or other appropriate officials are provided with copies of all corporate documents, properly legalised and translated where appropriate, from Greek into English or any other language. Such corporate documents normally comprise:
- Incorporation certificate
- Memorandum and articles of association
- Registered office address
- Directors, secretary and shareholders
- Share certificates
- Statutory and other necessary minutes of the meetings of the directors and shareholders Letterheads, invoices and other company stationery
Appointment of secretary
The appointment of the secretary is made by the directors and the articles of association should normally contain an appropriate provision to this effect.
The existence of a secretary is a requirement of the Law.
Every company must have a registered office from the day it commences business or from the fourteenth day after its incorporation, whichever is earlier.
The registered office is the place where writs, summonses, notices, orders and other official documents can be served upon the company. The registered office is usually the place where the company’s Register of Members is kept, unless the company informs the Registrar of Companies of another place.
Period needed for registering a company
The formation and registration procedures, including various administrative needs such as printing of the company’s letterheads, opening of statutory books and the opening of the required bank accounts, up to the time the certificate of incorporation is issued, can normally be completed within a period of two weeks.
Bankers, currency and signatories
The company may open bank accounts with any bank in most of the main currencies and money transfers can be effected without foreign exchange restrictions. Bank signatories can be provided locally, if necessary.
Certificate of incorporation
Once the Registrar of Companies has been satisfied that the documents lodged in relation to a proposed company are in order, a certificate of incorporation will be issued, whereupon the company becomes a corporate body, having an independent legal existence quite distinct from the shareholders composing it.