Updated: January 19, 2024
The Cyprus Companies Law Cap 113 is based on the English Companies Act of 1948. It was initially written in English and then translated into the Greek language. It was subject to many changes throughout the years.
Cyprus Company is a legal entity established under the Law on Companies (Chapter 113) to carry out legal activities. A company in Cyprus can have five alternative forms:
The private company limited by shares is the most widely used. It is used for business activities in Cyprus and internationally by foreign investors.
An essential aspect of a company is that it is an independent legal entity. This means it is considered a legal person entirely separate from those who establish, manage, or own it.
Therefore, the company members are not personally responsible for the debts or other obligations of the company. As a result, they can not be sued by the creditors of the company.
The Department of the Registrar of Companies and official receiver is a part of the Ministry of Commerce, Energy and Industry. The head of the Department is Mr. Spyros Kokkinos.
It is divided into three sections:
The department is responsible for the registration and keeping of the register of the following:
It also must manage the assets of insolvent companies and individuals.
To register a company in Cyprus, you need the following:
The lawyer submits the company for registration. The registrar will confirm that all submitted documents follow the laws and regulations. The company registration is then published in the Official Gazette, and a certificate of incorporation is issued.
The issuance of the certificate of incorporation marks the beginning of the company's legal existence.
Read more about Cyprus company formation procedure.
Each company is obliged to be registered in the Tax Registry. This must take place within sixty (60) days from the date of its establishment. On registration, a tax identification number (TIN) is given.
Also, in some instances, a company needs to be included in the VAT register:
Compulsory:
When the value of taxable transactions of goods and services exceeds €15,600, this is calculated for the previous 12 months or to be made within the next 30 days.
Voluntary:
Employers must register in the Register of Employers of the Social Security Services.
Trademark registration is also essential. This is to secure the company's rights and distinguish products and services in the market.
The company must inform the Companies Registrar of any change done. Those include the below:
Once such a change is submitted, the registrar issues the new certificate.
The company must prepare audited financial statements at the end of each tax year. Those are submitted to the Tax department together with the tax return.
Also, once every calendar year, the company prepares and submits the annual return (HE32). This is submitted with a copy of the financial statements.
In addition, the company must pay the annual levy, which is € 350 (until June 30 of each year).
What is the company law cap. 113 in Cyprus?
Company law cap. 113 is the Companies Act of Cyprus, detailing the process of registering a company and the requirements for compliance and operation. It is based on the British Companies Act.
Are financial statements public according to Cyprus company law?
Under Cyprus law, the financial statements of public limited companies are public, while those of private limited companies are not.
What are the requirements for a company in Cyprus?
The requirements for a company in Cyprus include an approved company name, a registered office within the Republic, a memorandum and articles of association, at least one director and one shareholder, and a secretary. While there is no minimum share capital, EUR 1,000 is recommended, and the number of shareholders can be up to 50.
Do all companies have to prepare financial statements?
Yes, all companies in Cyprus are required to prepare financial statements that accurately represent the company's financial position. The first statements must be filed within 18 months of incorporation, followed by annual submissions.
How to register a company in Cyprus?
To register a company in Cyprus, you need to work with a local lawyer licensed by the Cyprus Bar Association. The lawyer will handle name approval, prepare the necessary paperwork, and file the memorandum of association and other documents with the Cyprus Registrar of Companies. After registration, the company must be registered for tax and social insurance. The lawyer will also assist in setting up a business bank account and guide compliance requirements.
George K. Konstantinou
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