Cyprus company formation
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Cyprus company formation is the process of incorporating a legal entity, commonly called the company, in the Republic of Cyprus. People also describe it as registering a company, or opening or starting a business in Cyprus. A private limited company is the structure most foreign founders use, and there is no residency or nationality requirement to hold shares or act as a director.
Incorporating a company in Cyprus is easier and faster than in most European countries. The process begins with an application for name approval, followed by the Registrar of Companies processing 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 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 issuing the certificate of incorporation.
The Department of Registrar of Companies and Intellectual Property
All Cyprus companies are registered with the Department of Registrar of Companies and Intellectual Property (DRCIP), which maintains the Register of Companies and must be notified of any company changes. The DRCIP operates under the Ministry of Energy, Commerce and Industry.
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
Public companies also file form HE5, the consent of the persons who will act as directors, with an extra fee of €20. It does not apply to a private limited company, which is the usual structure covered here.
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 is 1000 ordinary shares with a nominal share value of 1 euro.
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 to the Greek-to-English translation service.
Registration timeline
The approval and registration of the company take 2-4 working days after submission. That is the Registrar's processing step only. Counting name approval and document preparation, incorporation runs about 7-10 days, and being ready to trade, once the bank account and tax registrations are in place, takes two to four weeks.
How much does it cost to set up a company in Cyprus?
The total company formation cost is between €1,799 and €2,099, or between €1,959 and €2,259 if you choose to have documents in English.
The fees payable for a Cyprus company formation, based on the standard €1,000 share capital and accelerated processing, are the following:
- Company name approval €30
- Company registration (incorporation forms HE1, HE2, HE3) €265
- Company certificates (Incorporation, Directors & Secretary, Shareholders and Registered Office), with a certified copy of the Memorandum and Articles €220
- HE1 stamp payable to the Cyprus Bar Association €49
- Courier €35
- Certified English translation of the Memorandum and Articles, optional €160
Legal fees range from €1,200 to €1,500.
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 for tax and, if it will employ staff, for social insurance. The lawyer will also assist with a business bank account, explained in our guide on how to open a Cyprus bank account, and set out the 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 personal account in Cyprus without forming a company, and as a sole trader or someone conducting international business through Cyprus you can also open a business account. Banks conduct their own due diligence and generally expect to see a genuine connection to Cyprus before approving an account, so opening one is a separate process from company formation, which has its own compliance checks.
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?
Company documents are filed with the Registrar of Companies electronically through its e-filing system. Because a licensed Cyprus lawyer must prepare and sign the incorporation documents, including the sworn HE1 declaration, the online filing is handled by your lawyer rather than submitted by you directly. Access to the Registrar's e-services is through the government portal: Registrar of Companies e-filing (companies.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.
Can a foreigner or non-resident open a company in Cyprus?
Yes. There is no residency or nationality requirement to own shares in a Cyprus company or to act as its director, so non-residents can open one. The whole formation is handled by your Cyprus lawyer and does not require you to be in the country. You need to attend in person only if a bank asks you to sign for a business account.
What is the difference between a company and a sole trader in Cyprus?
A private limited company is a separate legal person, so its shareholders are not personally liable for company debts. A sole trader is an individual registered as self-employed who carries personal liability for the business. Most foreign founders choose a limited company for that liability protection and because a company can hold contracts and assets in its own name. If you only need to invoice as an individual, self-employment is the lighter route, and we can advise which one fits your plans.