4. Legal entities
a. Introduction
The private limited company is the pre-eminent legal entity in
Cyprus. In addition, branches of foreign companies and
international partnerships are in regular use. Companies may be
limited by shares or by guarantee or a combination of both.
The law governing companies is contained in CAP113 –
Companies Law (as amended). Amendments since independence have
tended to be made so as to bring Cypriot law into harmony with EU
law.
Public or private collective investment schemes taking the form
of companies, unit trusts or international partnerships have grown
in popularity since the introduction of legislation in 1999. Such
schemes are known for their tax-efficient qualities. The Central
Bank of Cyprus regulates the probity of this sector.
b. Incorporation
It takes about seven days for the registrar to approve a
company’s name, and a further 25 days to incorporate it. The time
can be reduced through the purchase of a pre-incorporated company,
the use of a pre-approved company name or the payment of an
acceleration fee.
Incorporation is never earlier than the date given on the
company’s certificate of incorporation and is preceded by the
completion of the company’s memorandum and articles of association
duly confirmed by a Cypriot lawyer and filed with the Registrar of
Companies. The documents to be filed must be written in Greek (or
Turkish); however, copies in any European language may also be
filed as long as they are accompanied by an affidavit confirming
that they are a true translation of the Greek copy.
It is legally permissible to transfer a company’s registered
office in and out of Cyprus.
c. Capitalisation
There is no minimum share capital of private companies. Stamp
duty is payable at 0.6 per cent of authorised share capital, along
with a fixed amount of EUR102.52.
Shares in a company may be either ordinary, preference or
redeemable. The rights of a particular class are set out in the
company’s articles of association.
d. Director requirements
Any person wishing to act as a director is required to file with
the registrar details of name, address, nationality, number of ID
or passport and occupation. A company having two or more members
may have a single director that is either an individual or a
corporate body, provided the company’s secretary is a different
person. There is no such restriction for a single-member
company.
e. Disclosure and other requirements
It is compulsory for all Cypriot companies, other than those
that qualify as a small-sized company, to file audited financial
statements at the company registry. In addition, the Commissioner
of Income Taxes requires all resident companies and branches to
file audited financial statements with their tax declarations.