Cyprus company formation
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Cyprus company formation is a term used to describe the process of incorporating a legal entity, commonly called the Company, in the Republic of Cyprus. The same term is also stated as company registration or incorporation.
Incorporating a company in Cyprus is easier and faster than in most European countries. The process is initiated with an application for name approval, and then the Registrar of Companies processes the registration. The company will be incorporated within 7-10 days.
Company formation involves the procedures and steps taken before registering the company. Company incorporation requires preparing the Memorandum and Articles of Association, which set out the rules of the company and the responsibilities of the directors and shareholders.
If a company formation and registration are to be handled by a law firm in Cyprus, due diligence regarding the company’s beneficial owners is mandatory before registration.
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Company formation procedure
The company formation procedure in Cyprus begins with the appointment of a licensed lawyer who will undertake to prepare all necessary incorporation documents and register the company. Under the Cyprus Companies Law, only licensed Cyprus lawyers can prepare and sign the company registration documents.
The existence of each company begins with the Registrar of Companies’ issuance of the certificate of incorporation.
The Department of Registrar of Companies
All the Cyprus companies are registered at the Cyprus Registrar of Companies, which is responsible for keeping the Register of Companies and must be notified of any company changes.
Cyprus company name approval
The first step is to apply for approval of the desired company name. The name must include the abbreviation Ltd or Limited at the end and not be unreasonably similar to an existing company name.
Also, only in exceptional cases for valid reasons, the following will be allowed:
- The words national, international, democracy, Europe, Euro.
- Names should not include cooperative, municipal, privileged, or acknowledged.
- Names that include a primary name other than the small name and/or the surname of one of the directors or shareholders will only be allowed if provided, and there are reasonable grounds for accepting them.
- Names containing the following words will only be allowed if justified: Bank, Banking, Investing, Trust, Insurance, Broker.
- The name of an associated company is not accepted unless written consent is obtained.
Usually, we recommend using unique names and adding the owners’ initials in the front to get Cyprus company name approval from the register more quickly. We also have a list of already approved company names that can be used for immediate Cyprus company registration.
The name approval procedure takes 1-3 working days.
Required documents for Cyprus company registration
The Documents to be prepared by the lawyer and submitted to the Registrar of Companies for registration of a Cyprus company are the following:
- Articles of Association
- Memorandum
- A statutory declaration by a Lawyer (HE1)
- Forms HE2 and HE3
Articles of Association
Each Cyprus company’s articles of association must provide the following:
- It must indicate the name of the company as approved.
- It must state the business activities of the company.
- The activities of the company cannot be illegal. A company has the right and authority to perform only those operations covered by the powers conferred on it by its articles. We recommend drafting the articles broadly and adding additional activities to engage in additional business activities if required.
- It must state that its members’ liability is limited.
- The company has a separate legal personality, meaning its members/shareholders are not personally responsible for any issues it might face.
- It must indicate the amount of share capital the company intends to subscribe to and its division into shares of a specified amount. The usual share capital used is 1000 ordinary shares of 1 euro nominal share value.
Memorandum
The Memorandum of a Cyprus company sets the rules regulating its operations. Together with the articles, it binds the company and its members and is essentially an agreement of each member to comply with the provisions of these two documents.
A statutory declaration by a Lawyer (form HE1)
The form HE1 is an affidavit from the lawyer confirming that he has prepared all the company documents according to the provisions of the Cyprus company law.
Form HE2 – Company’s Registered office
The form HE2 provides the company’s registered office address. Every Cyprus company must maintain a registered address. The lawyer can optionally offer this service. At this address, all notifications to the company can be officially served.
Form HE3 – Company Director and Secretary
The form HE3 provides the company’s officials, director, and secretary. Each company must have at least one director and a secretary. Additional directors can be appointed.
The director can be any natural person or company and does not need to be a shareholder. The same applies to the secretary. Both the above might be offered as a service by licensed lawyers.
Submission of documents to the Cyprus Registrar
All the above documents are submitted to the Cyprus Registrar of Companies for approval. On approval, the following certificates are issued:
- Incorporation
- Directors & Secretary
- Registered office
- Shareholders
- Articles of Association & Memorandum
The company certificates can be in English or Greek. An additional fee is charged for having the Articles and Memorandum in English. This is due to extra fees payable to the Registrar of Companies and Greek-to-English translation fees.
Registration timeline
The approval and registration of the company take 2-4 working days after submission.
How much does it cost to set up a company in Cyprus?
The total company formation cost is between €1,802 and €2,102, or between €2,042 and €2,342 if you choose to have documents in English.
The government fees required for a Cyprus company formation and registration are the following:
- Company name approval €30
- Stamps for form HE1 €52
- Company registration fees €485
- Articles of Association & Memorandum in English (optional) €240
- Courier fees €35
Our legal fees range from €1200 to €1500.
Our company registration services
Our team of accountants and company law experts, led by Marios Konstantinou, offer the following services:
- Advice as to the most efficient Cyprus company structure.
- Preparation and submission of company documents.
- Tax advice and consultations.
- Secretarial services – keeping share registers, holding Annual General Meetings, and filing financial statements.
- Fiduciary and domiciliary services – provision of directors, nominee shareholders, registered address, and substance offices.
- Accounting and payroll services.
- Virtual office.
- Company relocation to Cyprus.
- Corporation bank account opening.
- Acquiring business visas for company owners and employees in Cyprus.
- Company registration through the Business Facilitation Unit.
Contact us for a complimentary personal consultation and discover our services with fixed fees.
Frequently asked questions
How do I set up a company in Cyprus?
To set up a company in Cyprus, you need a local lawyer licensed by the Cyprus Bar Association. The lawyer will handle name approval, prepare paperwork, and discuss details such as officers, shareholders, and capital structure. After filing the memorandum of association and required documents with the RoC, you must register the company for tax and social insurance. The lawyer will also assist in creating a business bank account and explain compliance requirements.
What do the charges for acquiring a ready-made Cyprus company include?
Acquiring a ready-made, or shelf, company in Cyprus involves the normal incorporation costs, any fees for changes like altering company directors, and the lawyer’s fee. Shelf companies are already registered but have not traded or been active, offering a quicker start for business operations.
How long does it take for a company to start work in Cyprus?
From our experience, it takes a company about three weeks (ranging from two to four weeks) to start operations in Cyprus.
Can I open a bank account without forming a Cyprus company?
Yes, you can open a bank account in Cyprus without forming a company. This includes opening a business account with an international banking unit. However, banks typically require some business interest in Cyprus for approval. You may need to be a sole trader or conduct international business through Cyprus. Banks must open a basic account if you don’t have one in another bank.
Do I have to visit Cyprus to establish a company?
While initial company formation doesn't require your presence in Cyprus, you must be present to sign paperwork for opening a bank account.
Can I register a new Cyprus company online?
Yes, you can register a company in Cyprus online. Follow this link for the online registration process: Electronic Document Registration - gov.cy.
Is there a minimum capital requirement for the formation of a Cyprus company?
There is no minimum share capital requirement for a Cyprus private limited company. A public limited company requires a minimum share capital of €25,629.
