Cyprus Companies Law: provisions and company establishment

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.

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 responsible for the debts or other obligations of the company, so the creditors of the company cannot sue them for those debts.

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:

1. Companies section
2. 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.

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.

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 audited 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 every year.

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:

• A company registered abroad can move its seat to Cyprus and continue as the same legal person, without being wound up, and a Cyprus company can move its seat out (section 354A on). This is one way to relocate a business to Cyprus.
• 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).
• Examinership is a rescue procedure: the court appoints an examiner to a company that is insolvent or likely to become insolvent (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 strikes companies off the register and restores them.