Company Formation in Cyprus

In Cyprus, the Limited Liability Company (LTD) can be classified as either public or private, depending on share types and corporate size. While private LTDs have no minimum share capital requirement, public ones necessitate approximately 25,629 euros. Foreign companies can establish branches, representative offices, or subsidiaries in Cyprus, each with specific founding criteria. Our specialists facilitate the setup of these structures.

Cyprus offers two partnership options: general and limited partnerships, which are not distinct from their owners. Both demand a minimum of two and a maximum of 20 participants.

For solo entrepreneurs, Cyprus provides the simplest option: sole proprietorships, with no share capital prerequisites.

Establishing a Private Company Limited by Shares (LTD) in Cyprus

The Private Company Limited by Shares (LTD) is the prevalent business structure in Cyprus, accommodating one or more partners, up to a maximum of 50. Crucial prerequisites include a local address and a secretary. Shareholders acquire shares, either monetary or non-monetary, assigned nominal values and are non-transferable. Liability for company debts extends only to the nominal value of their shares. Notably, there’s no minimum capital requirement. Our Cyprus company formation experts are ready to assist you in this process.

Formation of a Public Company Limited by Shares (PLC) in Cyprus

Those considering a Public Company Limited by Shares (PLC) in Cyprus should note similarities with LTDs, with the distinction of freely transferable shares and no limit on partners, requiring a minimum of 7 shareholders. The minimum share capital is set at 25,629 euros.

Establishing a Subsidiary, Branch, or Representative Office in Cyprus

Foreign companies keen on entering the Cypriot market can opt for these legal entities. Subsidiaries can operate independently with the foreign company as a shareholder, while branches serve as extensions of the parent company in Cyprus.

1. Finding a lawyer

2. Applying for a company name at the registrar of companies (RCOR)

Businesses must file an application for company name approval with the Registrar of Companies and Official Receiver in Cyprus. This can be done directly by the applicants or indirectly through a lawyer or service provider.

However, it’s worth noting that as a customary practice, legal advisors in Cyprus often keep a selection of “shelf names” – company names already sanctioned by the Registrar. These names are provided to clients who prioritize speed over specific name selection. This allows applicants to secure an approved company name promptly.

3. Submission of all relevant document to the RCOR

The involvement of a lawyer or service provider is essential in preparing the necessary forms and facilitating the opening of a bank account based on the applicant’s collected information.

Documents needed from the applicant include:

1. A brief description of the company’s main objectives, unless using standard Memorandum and Articles of Association.
2. Details of nominal share capital and its distribution (with a minimum share capital of €25,629 for public companies).
3. Information on proposed directors and secretary, including names, addresses, and passport details.
4. Proposed registered address of the company.
5. Certified copies of passports of ultimate beneficial owners.
6. Bank or other references attesting to the good standing of ultimate beneficial owners.
7. Ownership chain of the Cyprus Company up to and including ultimate beneficial owners.
8. Any additional information as per KYC requirements, in compliance with Anti-Money Laundering Law and CBA guidelines.

Forms required by the Registrar include:

1. Declaration Form (HE1 form)
2. Declaration Form concerning registered office address (HE2 form)
3. Form detailing Company Directors and Secretary (HE3 form)
4. Original signed Memorandum and Articles of Association, attested by at least one witness for subscriber signatures, and signed by the lawyer who drafted them.

All relevant information and forms can be accessed on the Registrar of Companies website.

4. Incorporation of the company by RCOR

5. Company registration with the tax department and opening of a bank account where necessary

All companies are required to register with the Tax Department to obtain a tax identification number and a VAT registration number, as well as with the Social Insurance Services.

Employers are obligated to contribute to various funds (including Social Insurance, Annual Holidays with Pay, Redundancy, Human Resource Development, and Social Cohesion) for each employee earning at least €200 per week or €700 per month. Contributions, covering both the employer and employee shares, are paid monthly in arrears within one month from the end of each contribution month.

To register as an employer, the application form can be submitted electronically through the Point of Single Contact (PSC) (www.businessincyprus.gov.cy) Cyprus portal or physically to a District Social Insurance Office or Citizens Service Centre. Contact details are available in the relevant documents.

The application should include the following certificates:

• Copy of identity card, passport, or aliens registration certificate of the employer
• Copy of the certificate of incorporation and directors and secretary certificates (for limited companies)
• Copy of partnership certificates and partnership registration certificates (for partnerships)
• Declaration of Employers Registration form for employee recruitment.