COMPANY FORMATION

DECIDE ABOUT JURISDICTION OF YOUR NEW COMPANY

 

Our Law Firm offer legal services on company formation in Cyprus, Belize, British Virgin Islands (BVI), Bahamas, Seychelles, Gibraltar, UK, UAE, Cayman Islands, Switzerland, Greece, Malta, Singapore, Luxemburg, Netherlands, Liberia, Panama, Guernsey, Marshall Islands, St. Vincent and the Grenadines and in any other jurisdiction on request.

 

BUYING A READYMADE COMPANY OR ORDERING A FORMATION OF A NEW COMPANY

 

In case you want to start activity immediately we will offer you our shelf company.

“Shelf Company” is a company which was recently registered by our Law Firm and it had never conducted a business. Therefore it has no liabilities and it has no assets.

 

The first director, secretary, registered office and shareholder of a Shelf Company can be nominees. Any changes, our client wishes to do to this newly registered company, will be recorded in Resolution of the Company and filed to the Company Registrar. For instance, if our client wants to change or add a director, a new director has authority to act as director of the Company from the moment of signing of a relative Resolution and the Letter of Acceptance as Director.

 

CYPRIOT COMPANY FORMATION REQUIREMENTS

 

Name of the Company

Memorandum and Articles of Association


Every Cyprus limited liability company must have a Memorandum, which specifies the activities in which the company may engage and Articles of Association, which specify the regulations and procedures of the company. This will be appropriately drafted on our being supplied with the activities of the company.


Share Capital

 
There is no legal requirement as to the minimum or maximum share capital of the company. A paid up capital of minimum Euro 1,000 is advisable.


Shareholders and/or beneficial owners

The following information is required for each Shareholder and/or beneficial owner:
1. Full name
2. Date and place of birth
3. Nationality
4. Residential address

5. Utility bill as a proof of a residential address or passport with registration stamp for CIS countries

6. Occupation
7. Copy of passport
8. Number of shares to be held

Directors

 

The minimum number of Directors is one. As director/s may be appointed any natural person, Cypriot or foreigner, or and legal person, incorporated in Cyprus or elsewhere.

The following information is required for each director:
1. Full name
2. Date and place of birth
3. Nationality
4. Residential address

5. Utility bill as a proof of a residential address or passport with registration stamp for CIS countries

6. Occupation
7. Copy of passport

We can provide nominee directors if you wish us to do so.

Secretary

By Law, the company must have a Secretary and in almost every instance our office acts in this capacity.

Registered address

It is a requirement of the Law that a company must have a registered office in Cyprus, which may be used as the business address of the company. The registered office address is the place where official documents can be served to the company. This can also be provided by our office.

 

Our questionnaire list for the formation of:

 

  • a Cyprus Based Company you can download here
  • an International Company in Cyprus please download here

 

NAME OF YOUR COMPANY

  

The Company Registrar will not register the name of a new company if:

  • It is identical to the name of another company already registered in Cyprus or in any other country
  • It is very similar to already registered companies. It is considered “very similar” where there is striking and overbearing visual or acoustic similarity between two names. In order to approve a name, which is similar to a registered or worldwide known trademark, a written approval of the owner of such trademark is required
  • It is offensive. A name may be considered “offensive” if it is not acceptable to the general public or is able to offend a particular section of the community or a particular religion.
  • It is obscene. It is considered “obscene” company name when it contains a word or phrase, or connotes a business, that is obscene
  • It is misleading. It should be considered “misleading” when a name implies an unearned credibility that could be used to mislead the public
  • It includes words: cooperative, municipal, privileged or recognized
  • It implies any relation or protection offered by the Government, President, Vice-president or any Minister unless it has been approved in fact
  • It implies a connection with any Ministry, Government Department, Municipal or other Local Authority of any country, or a relation with any Organization, incorporated under the law of any country unless it corresponds to reality
  • It includes words as national, international, democratic, European Union, Europe and euro where there is no special situation or serious reasons to approve such a name
  • It includes words as Bank, Banking, Investment, Trust, Insurance or Broker where the use of such a name it is not justified by activity of the company according to its Memorandum

CONFIDENTIALITY

 

The rule is that anywhere in the world the Company Registrar would disclose the information relating to directors, secretaries and shareholders of the Company following a relevant application.

If you wish to have more confidentiality you may use nominees to act as directors, secretaries or/and shareholders.

According to section 13(3) of Code of Conduct Regulations, “advocates must, without any time limitation, respect the secrecy of all confidential information or evidence which has come to their knowledge in the course of their professional activity”. This professional secrecy rule can be lifted just in limited circumstances and only by a court order.

 

NOMINEES

 

Our Law Firm offers one or as many nominee services our client wishes to have.

The full package of nominal services includes:

  1. Nominee Director/s
  2. Nominee Secretary
  3. Nominee Shareholder/s
  4. Registered office

 

Nominee service is a form of “trust” which is recognized in Common Law countries.

 

“Nominee shareholder” is the legal owner of the shares of the company. He is obliged to hold the shares for the benefit of the beneficiary owner and under his instructions. Therefore a Trust Deed, which secures the rights of the beneficiary, should be signed between the beneficiary owner and the nominee shareholder.

 

“Registered office as a nominee service” means that your company will be registered legally at the address provided by our Law Firm.

 

For foreigner clients it is advisable to have a Cypriot Nominee director for the purposes of tax planning. This way, a company can claim Cypriot residency and therefore take advantage of Cyprus tax system and tax treaties of which Cyprus is a party. According to Cyprus Tax Law in order to be considered as tax resident in Cyprus a Company must be managed and controlled from Cyprus. It means that the majority of the Board of Directors should stay and work in Cyprus.

 

To appoint us as Nominee secretary is useful as it allows us to sign any required by law forms or applications of the Company and file them to the Registrar of Companies in time provided by law, without having involve our client. It is important to act as secretary in time as there are situations where a submitting of some forms to the Company Registrar after a dead time-limit is not allowed unless a Court order is obtained.

  

Areti Charidemou & Associates LLC Law Firm