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. We recommend appointing a Cyprus tax-resident director, as otherwise the company may be treated as managed and controlled outside Cyprus and taxed in another country.
The process begins with an application for name approval, which takes 1-3 working days, followed by the Registrar of Companies processing the registration. The company will be incorporated within 7-10 working 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 what the company is for and how it is run.
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 Advocates Law, Cap. 2, drafting a company's memorandum and articles and the documents filed for its registration is practising law, so only licensed Cyprus lawyers can prepare them. The lawyer who forms the company swears the statutory declaration that the Cyprus Companies Law has been complied with, form HE1.
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.
The Registrar searches the name against business entities and trade marks in Cyprus and abroad. The most common reasons for refusal are:
- the name is the same as or too similar to an existing one, and the existing entity has not consented in writing;
- the name is misleading, for example implying a scale of business the company does not have;
- the name is undesirable under section 18 of the Companies Law;
- the name is only a general description of an activity, a quality or a place, with nothing distinctive in it.
A name that implies a regulated activity, such as a bank, a school, a college, a university or an academy, needs the consent of the competent authority, filed with the application.
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. An approved name is reserved for six months, and the company must be registered within that time.
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:
- Memorandum of Association
- Articles of Association
- A statutory declaration by a Lawyer (HE1)
- Forms HE2 and HE3
Public companies file form HE5 as well, with an extra fee of €20. It does not apply to a private limited company, which is the usual structure covered here.
Memorandum of Association
The memorandum is the document the company is incorporated on. Under section 4 of the Cyprus Companies Law, Cap. 113, it states:
- the company name as approved, ending in Limited or Ltd;
- the objects of the company, meaning the business it may carry on;
- that the liability of its members is limited;
- the share capital and its division into shares of a fixed amount, with each founder taking at least one share.
A private company limited by shares can register as a commercial company of general objects instead of listing its activities. It can then carry on any lawful business that needs no licence from a regulator, so the memorandum does not have to be amended each time the business changes. The usual share capital is 1,000 ordinary shares of €1 each.
From the date on its certificate of incorporation, the company is a legal person separate from its shareholders, who are not personally liable for its debts.
Articles of Association
The articles are the company's internal rules: how directors are appointed and take decisions, and how shares are issued and transferred. A company with shares can adopt the model rules in Table A of the First Schedule to the Companies Law, in full or in part, or file its own articles. The memorandum and the articles together bind the company and every member.
A statutory declaration by a Lawyer (form HE1)
The form HE1 is an affidavit by the lawyer confirming that he has prepared all the company documents in accordance with the provisions of the Cyprus Companies Law.
Form HE2: the registered office
The form HE2 provides the company's registered office address. Every Cyprus company must maintain a registered address in Cyprus. The lawyer can optionally offer this service. At this address, all notifications to the company can be officially served.
Form HE3: directors and secretary
The form HE3 provides the company's officials, director, and secretary. A private company must have at least one director and a public company at least two. Every company has a secretary, and a sole director cannot act as secretary except in a private company with a single shareholder.
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 working days, and being ready to trade, once the bank account and tax registrations are in place, takes two to four weeks.
The Registrar does not ask for a bank account to register a company, so the account is opened after incorporation, with the company's certificates. A company that will register as a company with foreign interests needs an account with a bank licensed in Cyprus for its €200,000 investment.
Registration schemes and fast-track routes
A company majority owned by third-country nationals can go one step further after incorporation and enter the Register of Foreign Interest Companies. Where a third-country shareholder holds 50% or less, the company qualifies if that stake is worth at least €200,000. Seven other categories qualify on their own terms.
In every category the company first makes an initial investment of €200,000 within the six months before it applies. That is a deposit in an account with a bank licensed in Cyprus, not an electronic money institution, or the purchase of offices or equipment for the business.
Registration lets the company hire highly paid non-EU staff without a labour market test, which is the part of the Cyprus business registration scheme that matters to a foreign owner. Support staff still go through the test.
The application goes to the Business Support Center through the online service on gov.cy, filed from the company's own CY Login profile, and the decision comes within ten business days of a complete e-form. Nine categories of company qualify, from shipping and high technology to private institutes of tertiary education.
Our page on the Cyprus Business Facilitation Unit sets out the categories, the €200,000 investment rules, the premises conditions and the documents. The employee side, meaning permits, fees and renewals, is on the page about the Cyprus work permit for non-EU staff.
How much does it cost to set up a company in Cyprus?
The total company formation cost is between €1,899 and €2,099, or between €2,059 and €2,259 if you choose to have documents in English. The legal fees within this range are subject to 19% VAT.
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
- Registrar fee for a file of translations, so certified copies of the Memorandum and Articles are issued in English, optional €160
Legal fees range from €1,300 to €1,500, plus 19% VAT.
After incorporation: tax, VAT and yearly filings
Within 60 days of incorporation, the company registers with the Tax Department and gets its tax number. It registers for VAT once its taxable supplies pass €15,600 over 12 months, or are expected to pass that figure in the next 30 days. A company that employs staff registers as an employer with Social Insurance Services.
Every year the company files an annual return with its financial statements at the Registrar of Companies, and audited accounts with its tax return at the Tax Department. Its beneficial owners are recorded in the Registrar's register of beneficial owners and confirmed every year.
Company profits are taxed at 15% from 1 January 2026, as set out in our guide to the Cyprus tax system and rates. The €350 annual levy that companies used to pay the Registrar was abolished from 2024 by Law 25(I)/2024. Only unpaid levies for 2011 to 2023 can still be collected.
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.
Once the Registrar of Companies has registered the company, it must register with the Tax Department within 60 days and, if it will employ staff, with Social Insurance Services. 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?
For a ready-made, or shelf, company, the cost is the lawyer's fee plus the Registrar's fees for recording new directors and any other changes. 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 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 need a Cyprus bank account to register a company?
No. The Registrar of Companies does not ask for a bank account to register a company. The account is opened after incorporation, because the bank needs the company's certificates. A company that will register as a company with foreign interests needs an account with a bank licensed in Cyprus for its €200,000 investment.
Do I have to visit Cyprus to establish a company?
No. Your Cyprus lawyer handles the formation, so you do not need to travel for it. For the bank account, some Cyprus banks open a business account online with a video identity check, and others ask a director to visit a branch once to show original documents. Non-residents are asked for that visit more often.
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.
Does a Cyprus company pay an annual fee?
No. The €350 annual levy was abolished from 2024 by Law 25(I)/2024, and only unpaid levies for 2011 to 2023 are still due. Every year the company files its annual return with financial statements at the Registrar of Companies.
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. We recommend appointing a Cyprus tax-resident director, as otherwise the company may be treated as managed and controlled outside Cyprus and taxed in another country.
Can I set up a Cyprus company from the UK?
Yes. UK residents and nationals form a Cyprus company the same way as anyone else. There is no residency or nationality requirement, and your Cyprus lawyer handles the formation without you visiting.
Since Brexit, UK nationals are third-country nationals in Cyprus, so a company majority owned by UK nationals qualifies for the foreign interest route described above. A UK national who will live and work in Cyprus needs a residence permit, covered in our guide on moving to Cyprus from the UK after Brexit.
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.