Cyprus Companies Law: provisions and company establishment
Updated:
The Companies Law, Cap. 113, is the main statute for companies in Cyprus. It governs a company from formation to winding up, and it applies to European companies and to the Cyprus branches of overseas companies. Parliament has amended it many times, most recently in 2025 and 2026.
Only the Greek text is authentic. The official English translation stops at the amendments of 2014, so a reader working from it can miss later changes.
Contents ˅
Types of company under Cap. 113
Section 3 of the Companies Law allows two kinds of limited company. In a company limited by shares, a member's liability stops at any amount still unpaid on their shares. In a company limited by guarantee, it stops at the sum the member agreed to contribute if the company is wound up. A guarantee company can be formed with or without share capital.
Each kind can be private or public, and in practice a Cyprus company takes one of these forms:
- private company limited by shares;
- public company limited by shares;
- company limited by guarantee without share capital;
- company limited by guarantee with share capital;
- variable capital investment company, an investment company limited by shares whose capital is not fixed, under Part XA of the law, added in 2021.
The private company limited by shares is the form most founders use. Under section 29, its articles restrict the transfer of shares and cap the members at 50, not counting employees and former employees who kept their shares. They bar any offer of its shares or debentures to the public. A single shareholder is allowed.
A public company is formed by at least seven founders and has at least two directors. Its share capital must be at least €25,629. A private company has no minimum capital.
Principle of limited liability
A key aspect of a company is that it is a separate and independent legal entity. This means it is considered a legal person entirely separate from those who establish, manage, or own it.
Company members are not personally liable for the company's debts. A member of a company limited by shares risks only any amount still unpaid on their shares, and a member of a guarantee company only the sum they agreed to contribute if the company is wound up.
The main exception is fraud. If a company in winding up carried on business to defraud creditors or for any fraudulent purpose, the court can declare anyone who knowingly took part personally liable for some or all of its debts and liabilities, with no limit. The official receiver, the liquidator, a creditor or a contributory can apply (section 311).
Registrar of Companies
The Department of the Registrar of Companies and Intellectual Property is part of the Ministry of Energy, Commerce and Industry.
It is divided into two sections:
- Companies section
- Intellectual property section
The department is responsible for the registration and keeping of the register of the following:
- Companies
- Overseas companies with a place of business in Cyprus
- European companies (SE)
- Partnerships
- Business names
- Beneficial owners of companies
- Trade marks
- Patents
- Industrial designs
Company registration
To register a company in Cyprus, you need the following:
- name of the company
- address of the registered office
- Officers of the company (directors and secretary)
- Shareholders and share capital
- Activities of the company
- memorandum and articles of association
The lawyer files the application with the Registrar of Companies, with a sworn declaration that the law has been complied with (form HE1). The Registrar examines the documents. Once they comply, it registers the company and issues its certificate of incorporation. Under section 365A of the Companies Law, the Registrar then publishes a notice of the filing in the Official Gazette.
Issuing the certificate of incorporation marks the beginning of the company's legal existence.
Directors, secretary and registered office
A private company has at least one director and a public company at least two. Every company has a secretary. A sole director cannot act as secretary, except in a private company with a single shareholder. A director or the secretary can be a company instead of a person.
From the date on its certificate of incorporation, the company keeps a registered office in Cyprus, where communications and notices to it are served. A change of directors, secretary or registered office goes to the Registrar within 14 days, as the table under "Corporate compliance" below shows.
After the company registration
Registration at the Tax Department
Each company is obliged to register in the Tax Registry within sixty (60) days of its establishment. On registration, a tax identification number (TIN) is given.
VAT registration
A company registers for VAT in these cases:
Compulsory:
Taxable supplies over the past 12 months have passed €15,600, or are expected to pass €15,600 in the next 30 days. The company notifies the Tax Department within 30 days. Registration is compulsory too for a business buying goods from other EU countries worth more than €10,251.61 in a calendar year.
Voluntary:
- A business with taxable supplies below €15,600.
- Intending traders who perform business to make taxable supplies in the future.
- A company making supplies outside Cyprus that would be taxable if made in Cyprus, provided it is managed and controlled in Cyprus.
Registration with Social Insurance
A company that employs staff registers as an employer with the Social Insurance Services.
Protecting a trade mark
A company name approved by the Registrar is not a trade mark. To protect a brand name or logo, the company registers it as a trade mark with the Intellectual Property Section of the same department.
Corporate compliance
The company must inform the Registrar of Companies of any changes that have been made. Those include the following:
- change of name
- details of directors and secretary
- changes in the share capital
- change of registered office
- registration of charges on company assets.
Each change has a deadline under the Companies Law:
| Filing | Deadline |
|---|---|
| Change of name | 15 days from the approval of the resolution (section 19) |
| Change of directors or secretary | 14 days from the change (section 192) |
| Change of registered office | 14 days from the change (section 102) |
| Charge on company assets | 21 days from its creation (section 90) |
| Annual return, form HE32 | 28 days from the reference date (section 120) |
After a change of name, the Registrar issues an amended certificate of incorporation. For other changes, certificates showing the new details are ordered from the Registrar. A charge that is not registered within 21 days is void against a liquidator and the company's creditors.
Financial statements and audit
The company prepares financial statements for each financial year and has them audited. A private company can choose a review by an auditor instead of an audit, if its turnover, counting rent, interest, dividends and royalties, is no more than €300,000 and its balance sheet total no more than €500,000 at the balance sheet date for at least two consecutive years.
The review is not open to a company whose group must prepare consolidated statements or exceeds those limits, or to a company supervised by the Central Bank of Cyprus or by another financial supervisor (the Superintendent of Insurance or the Cyprus Securities and Exchange Commission), or holding a qualifying stake in such a company. The financial statements go to the Tax Department with the company's tax return.
Annual return and beneficial owners
The company files an annual return, form HE32, once a year.
It is made up to the company's reference date, which falls 18 months after incorporation the first time and on the anniversary of that date after, and it carries the company's financial statements. The €350 annual levy was abolished from 2024; only arrears for 2011 to 2023 are still collected.
The company records its beneficial owners in the Registrar's register of beneficial owners and confirms them online each year in the window from 1 October to 31 December.
What else Cap. 113 covers
The Companies Law sets the rules for moving a company between countries and for winding up or rescuing a company.
Moving a company to or from a country outside the EU
The rules are:
- A company formed outside the EU can move its seat to Cyprus and continue as the same legal person, if its home country has comparable rules and its constitution allows it. A company in liquidation or insolvency proceedings cannot use this route. This is one way to relocate a business to Cyprus.
- A Cyprus company can move to a country outside the EU whose law allows it, with the Registrar's prior consent, after a three-month notice period in which creditors can object in court (sections 354A to 354IE).
Cross-border conversion within the EU
A company from another EU member state can convert into a Cyprus company across the border, and a Cyprus company can convert the other way (sections 201HA to 201HK). The route is closed to open-ended investment companies, to companies in liquidation, to companies in insolvency or preventive restructuring proceedings, and to companies under resolution or crisis-prevention measures.
Rescuing, winding up, striking off and restoring a company
The main rules are:
- Examinership is a rescue procedure: the court can appoint an examiner to a company that is insolvent or likely to become insolvent and is not being wound up, if the company has a reasonable prospect of surviving as a going concern (Part IVA, section 202A on).
- A company is wound up voluntarily or by the court, and a voluntary winding up can continue under the court's supervision (Part V, section 203).
- The Registrar can strike a company off the register when it has reasonable cause to believe the company is not operating, or when the company fails to file documents (section 327). Within 24 months, a director or member can ask the Registrar to restore a company struck off for inactivity or for missed filings, if it was operating when struck off and meets the other conditions, including filing every missing document and paying all fees and penalties (section 327A).
- The company, a member, a creditor or anyone harmed by its acts can ask the court to restore it within 20 years of the published strike-off (section 327(7)).
Frequently asked questions
What is the Companies Law, Cap. 113, in Cyprus?
Cap. 113 is the Companies Law of Cyprus, the main statute for companies. It sets out how a company is formed and run, who acts as its officers, what it files with the Registrar of Companies, and how it is wound up or struck off.
Is the Cyprus Companies Law available in English?
Only as a translation. The Greek text published in the Official Gazette is the only authentic version of Cap. 113. The Office of the Law Commissioner's English translation, which the Registrar of Companies publishes on its legislation page, includes amendments only up to 2014. Later changes, up to 2026, are in the Greek consolidated text on CyLaw.
Are financial statements public according to the Cyprus Companies Law?
Yes. Financial statements filed with the Registrar of Companies together with the annual return (form HE32) are open to the public for a fee. This applies to both private and public limited companies. Every company files its financial statements with the Registrar with its annual return, at least once every calendar year. They are audited, or, for a private company within the review limits in section 152A, reviewed by an auditor.
What are the requirements for a company in Cyprus?
A private company needs an approved name, a registered office in Cyprus, a memorandum and articles of association, at least one shareholder, at least one director and a secretary. A sole director can act as secretary only in a private company with a single shareholder. There is no minimum share capital. A private company can have up to 50 shareholders, not counting employees.
Do all companies have to prepare financial statements?
Yes. Every company prepares financial statements, and every private and public company has them audited. A private company can have them reviewed by an auditor instead, if it meets the limits in section 152A described under "Corporate compliance" above. The first set is filed with the Registrar no later than 18 months after incorporation, then at least once every calendar year, within 12 months of the balance sheet date. Each set goes with the annual return, form HE32.
Can one person own and run a Cyprus company?
Yes. A private company can have a single shareholder, who can be its only director. In a private company with one shareholder, that director can act as secretary too, so one person can hold every role.
What are the deadlines for filing changes with the Registrar?
A change of directors, secretary or registered office is filed within 14 days (sections 192 and 102). A change of name is filed within 15 days of the approval of the resolution (section 19). A charge on company assets is registered within 21 days of its creation (section 90). The annual return is filed within 28 days of the company's reference date (section 120).