Areas of Practice

Company Structure

Legal form
International business companies –IBCs (Off –shore) may be registered in Cyprus under the legal forms which follow:-
Any person whether an EU national or not and any legal entity wherever incorporated can be a shareholder of a Cyprus company.

  • • Company incorporated in Cyprus
  • • Branch of an overseas company registered in Cyprus
  • • General or limited partnership registered in Cyprus

 

Private or public companies are registered in Cyprus under the Companies Law which is almost identical to the United Kingdom's former Companies Act 1948.


A branch of an overseas company may be registered in Cyprus under the relevant section of the Companies Law. A branch does not constitute a legal entity different from that of its founding overseas company.

Partnerships are registered in Cyprus under the Partnership and Business Names Law which is also based on English Legislation. A partnership may consist of 2 to 20 natural or legal persons carrying on a business in common with a view to profit.

The company name
List of proposed names approved by the Registrar of Companies is freely available to interested clients.

As regards a client wishing a particular name of their choice no difficulties are faced for obtaining approval subject to the following:

  • • The Registrar is unlikely to accept a name if it is too similar to that of an existing name, is considered misleading or too general, it suggests national or international connection, it includes words such as Insurance, Bank, Financial Services etc.
  • • The word limited must be at the end of each company's name, except in some special cases e.g. charitable objects.

 

The Memorandum and Articles of Association
The Memorandum of Association defines and limits the company's powers particularly as regards its dealings with the outside world. The company's objects should be as wide as possible so as to enable it to engage in any kind of business or activity, without this being ultra vires and therefore void. In addition to the above the memorandum of association stresses the fact that the liability of the company's members is limited and shows the amount of share capital with which the company proposes to be registered and the division thereof into shares of a fixed amount.

The purpose of the Articles of Association is to set out the rules governing the company's internal affairs (e.g. general meetings, voting rights, share transfers, directors’ powers, accounts and audit etc).

Share capital
Company shares must be denominated in Euro currency. Company shares are nominative and thus cannot be issued to the bearer.

The minimum paid up capital is €1,000 for a company without a fully fledged office in Cyprus and €20,000 for those that will employ expatriate staff.

Companies intending to render insurance, banking or financial services to the public at large are subject to additional capital requirements or guarantees.

Nominee shareholders

Our firm will provide nominee shareholders one shareholder may hold up to 100% of the shares.

If confidentiality is deemed necessary the use of nominee shareholders should be considered. The nominee prepares and delivers to the beneficial owner a properly created trust document. The names of the beneficial owners, and their identity is protected by rules of absolute secrecy and legal professional privilege and confidentiality. The public records kept at the Department of the Registrar and Official Receiver show only the names of the registered owners (nominees)

Directors
Our firm will provide “nominee Directors”
Every company must have at least one director. The articles of the company stipulate most of the powers which the directors enjoy. Moreover the Companies Law and general principles of Law ultimately govern and set the limits of the director(s) powers. Whatever the articles of association may provide, the ultimate control for the appointment and removal of directors rests with the members of the company.A company by power of attorney can assign all the powers to operate the company to a third party usually the beneficial owner of the company or his representative. 

Secretary
Our firm will appoint the secretary
The secretary is appointed by and is responsible to the directors and is recognised by the law as an important ‘officer' of the company. The responsibilities of the secretary vary from company to company but they generally include the job of maintaining the statutory books and the minute books.

Registered office
Our firm will provide the registered office
Every company must have a registered office. The registered office is the place where writs, summonses, notices, orders and other official documents can be served upon the company.

See Corporate & Tax Planning