The Economy Private Limited Company package includes: The registration of your Private Limited Company within 40 business days Company name availability, conformation, and reservation The payment of initiation fees The payment of the first year's registration fees The appointment of your own candidates to the roles of director, secretary, and shareholder The registration of your CY £ 1,000 authorised share capital divided into 5,000 shares valued at CY £ 1.00 each (a minimum of one share must be issued) The preparation and submission of the Memorandum and Articles of Association of your company A local registered office address and a local registered agent (both of which are statutory requirements in Cyprus) The first year's fee for a registered office address and registered agent The following documents, Apostilled, and in both English and Greek, will be sent to you via courier: The original Certificate of Incorporation A bound copy of the Memorandum and Articles of Association of your company The Minutes of the First Meeting of the Board of Directors A completed register of directors and shareholders Share certificates Company seal
Premier Package
£ 1550.00
Renewal fees from £1000.00
The Premier Private Limited Company package includes: The registration of your Private Limited Company within 40 working days Company name availability, conformation, and reservation The payment of initiation fees The payment of the first year's registration fees The appointment of a nominee director, a nominee secretary, and a nominee shareholder The first year's fees for a nominee director, a nominee secretary, and a nominee shareholder The registration of your CY £ 1,000 authorised share capital divided into 1,000 shares valued at CY £ 1.00 each (a minimum of one share must be issued) The preparation and filing of the Memorandum and Articles of Association of your company A local registered office address and a local registered agent (both of which are statutory requirements in Cyprus) The first year's fee for a registered office address and registered agent The following documents, Apostilled, and in both English and Greek, will be sent to you via courier: The original Certificate of Incorporation A bound copy of the Memorandum and Articles of Association of your company The Minutes of the First Meeting of the Board of Directors A completed register of directors and shareholders Share certificates Company seal Pre-signed, undated letters of resignation from the nominee director and nominee shareholder A general power of attorney signed by the nominee director A declaration of trust from the nominee shareholder An indemnity letter for the power of attorney A nominee agreement which provides for the indemnification of the nominees
Incorporation: Legal Requirements
Company subscribers may be resident outside of Cyprus The company is required to have a registered office address in the Cyprus The company is required to have a registered agent in Cyprus At minimum, two directors must be appointed The maximum number of members is 50 Directors can be corporate bodies or private individuals A director can be of any nationality At minimum, one shareholder must be appointed A person may be both a shareholder and a director There is no requirement for appointing a local shareholder or director There is no requirement for a resident secretary There is no paid-in capital requirement The minimum paid in and issued capital may be one share which is fully paid Shares can be issued with or without par value Shares may be issued in any recognizable currency or in more than one recognizable currency
CYPRUS COMPANY INCORPORATION. FORMING OFFSHORE COMPANIES IN CYPRUS Cyprus has concluded an impressive number of treaties for the avoidance of double taxation. Along with the low corporate tax rates and the special provisions for holding companies, the Cyprus companies provide an excellent vehicle for effective international tax planning. The useful table provided here gives a guide to the reader as far as withholding taxes paid from and to Cyprus are concerned. A Cyprus holding company enjoys not only tax advantages but also the status of being located at a reputable business centre. With EU accession in May 2004 the status of a Cyprus holding company will be enhanced further as it will enjoy the reputation and privileges attached to a European company. As regards the procedures involved in incorporating and administering a Cyprus company it must be noted that the aim in Cyprus has always been to create not a tax haven but a tax incentive country. Therefore, regulations have always been adhered to. Permission from the Central Bank is necessary before a company can be established while at the end of each fiscal year audited accounts and annual returns must be submitted both to the Central Bank and to the tax authorities. Having said that, applications for the incorporation of a Cyprus company are processed efficiently by the Central Bank and the Registrar of Companies and the procedure can be completed in about a week. A Cyprus holding company can be used very effectively for international tax planning purposes. This is through the use of, on the one hand, the tax incentives and, on the other, the treaties for the avoidance of double taxation. If you want to become familiar with the description and the contents of Cyprus company formation packages, offered by Coddan and to find above, what kind of service is included in this or that Cyprus companies incorporation package, to get an idea about the price of annual renewal of the service, and about the general legal requirements to the Cypriot company registration, please, select the package you need from the list, situated below the banner. The information in the banner will be renewed according to the package you've chosen.
1. A uniform corporate tax rate of 10% is introduced for all companies. 2. Dividend income is exempt from tax in Cyprus irrespective of its source, provided certain conditions are satisfied. Where the exemption does not apply, 15% defence tax is payable but credit for foreign tax suffered is given irrespective of the existence of a treaty. 3. Interest income is 50% exempt from corporate tax, unless it is received in the ordinary course of business in which case it is taxed like normal trade income. That portion of interest income which is exempt from corporate tax, is subject to defence tax at 10%, but credit is given for foreign tax suffered irrespective of the existence of a treaty. 4. Profit from the disposal of securities is exempt from tax in Cyprus. 5. Profits of a permanent establishment maintained abroad by a Cyprus company are exempt from tax in Cyprus. 6. There is no withholding tax on dividends paid to non resident shareholders. 7. There is no withholding tax on interest payments made abroad. There is no withholding tax on the payment of royalties derived from outside Cyprus. 8. Corporation or physical person of any nationality may act as directors. Minimum of one (1) director. A registered office in Cyprus is required. 9. Cyprus has concluded over 34 Double Tax Treaties. 10. All Cypriot companies must appoint a company secretary, who may be a natural person or body corporate. It is advisable to appoint a resident company secretary.
Cyprus offers excellent advantages, which few offshore centres can offer. With a privileged geographic location at the east Mediterranean, is the crossroad of three continents, Europe, Asia and Africa. Cyprus has become the golden bridge between East and West, North and South. Cyprus' entrepreneurial environment and supporting facilities compare favourably with those of the best-established centres in the world. The island is considered to be a primary offshore and international business centre among approximately 50 countries offering facilities for these purposes. The island's time zone is 7 hours ahead of New York, 2 hours behind London and 7 hours behind Tokyo. The island enjoys the best type of Mediterranean climate with about 300 days of sunshine per year.
Cyprus provides a complete range of facilities for the conduct of commercial, professional, financial and maritime activities worldwide. Offshore entities incorporated in Cyprus enjoy a low tax regime, an impressive number of double tax treaties, excellent infrastructure (telecommunication and air transport), high level of professional services and the respectable status of the Cyprus registered entity.
Cyprus has conducted treaties for the avoidance of double taxation with Austria, Bulgaria, Canada, China, Czech Republic, Slovakia, Denmark, France, Germany, Greece, Hungary, Ireland, Italy, Kuwait, Norway, Poland, Romania, Russia, Sweden, U.K, USA and Yugoslavia. Furthermore there are negotiations for the ramification of treaties with Egypt, Malta, Syria, Belgium, Finland and the countries comprising the Commonwealth of Independent States. The main purpose of these treaties is the avoidance of double taxation of income earned in any of these countries.
For example, United Kingdom citizens may take advantage of the Double Taxation Treaty existing between the U.K. and Cyprus. This enables you to receive your pensions and investment income in Cyprus FREE of U.K. withholding tax. This Treaty is unique to Cyprus since it includes both public and private sector pensions.
Furthermore, Cyprus taxes the assets of expatriates only on a remittance basis. Many expatriates can, therefore, keep assets growing free of tax in an offshore bank, investments or trust, and simply bring into Cyprus what they need. The remittance system compares extremely well with the more common world wide rising tax system, used in many other countries, including favoured sunspots like Spain. Recent tax reforms sharply reduce the tax burden for alien residents, in recognition of their value to the economy.
The offshore regime in Cyprus has changed as part of the island's accession to the EU, and as a result of agreements with the Organisation for Economic Cooperation and Development (OECD). Cyprus was excluded from the OECD's June 2000 'harmful' tax haven blacklist in return for pledging a commitment to amend its tax practices.
In July, 2002, as part of the Income Tax Act No. 118(I) of 2002, Parliament approved a uniform 10% corporate tax rate, to apply to both onshore and offshore companies, plus a 2% levy on wage bills (meant to subsidise pensioners), and a 'Special Contribution' related to defence which in effect applies the 10% corporate tax rate to inter-company dividend and interest payments. However, the rules are complex.
The 10% corporate tax gives Cyprus the lowest rate in the EU, after Ireland (12.5%), with the (very new) exception of the Isle of Man, which has announced a nil rate - but the IOM isn't really in the EU anyway for most purposes.
The new regime introduces a 'residence'-based system of taxation, and was in operation from 1st January 2003. After the EU finally agreed its Tax Directive in June, 2003, the Commission said it intended to give the ten acceding states, of which Cyprus is one, until 2007 to implement the Directive, which includes a 'Code of Conduct' on 'harmful tax practices' and rules to avoid the double taxation of royalty and interest payments. However, a statement released by the Cypriot Ministry of Finance said that Cyprus will adopt the new code in full, and that it hopes to do so in time for the EU's January 2005 savings tax deadline. The royalties and company interest directive was in place for January 2004, according to the ministry, which pointed out that it was already compliant with the Code of Conduct rules as a result of its recent tax reforms.
The remainder of this section describes the offshore regime prior to implementation of the changes outlined above. As far as taxation is concerned, it is now mostly of historical interest, except that offshore companies in existence before the end of 2002 are allowed to continue to make use of the 4.25% corporation tax rate until 2005 if they so choose.
Please note » The prices payable for the items that you order are clearly set out in the web site. There will be no contract of any kind between you and us unless and until we receive payment from you. We act as your agent in the incorporation of offshore companies. We are not able to guarantee that any such filing will be acceptable to Companies Registrar , nor are there any contractual obligation upon us to do so. If Companies Registrar rejects incorporation or other filing, we will credit your account with a full refund and the contract between us will be made void. Companies Registrar does not offer a cancellation facility for the incorporation of companies or the filing of documents. We will be unable to cancel any such submission on your behalf and will not refund any payment you have made. All prices shown at Coddan Web Site are in Great British pounds. Credit cards are the preferred method of payment; we accept VISA, MasterCard and Delta. We can accept payment in UK Pounds Sterling, US Dollars, Euros, Australian Dollars and Canadian Dollars.
Live Help » Live Help is a real time "chat" feature which enables you to interact with a customer service representative without a phone call. Get answers to your questions while using our website. Clicking the "Live Help" button will start an on-line session with one of our representatives. Live Help is currently available during normal business hours. Outside of the above opening hours our business center will be closed. When you click on the button you will see an e-mail form that will allow you to send us a mail with your questions. Live Help is absolutely free! There are no hidden fees. We offer the service as a courtesy to our website visitors. Dear visitors, while having a chat session with a customer, we are frequently requested to give a piece of advice on tax planning or business structuring. We would like to inform you that it is against our principles to provide online advice pertaining to these issues. The points that may be covered during a session include service description, package or service price, navigation at our website, ways of making an order, methods of payment etc. Yet, if you wish us to provide you with advice on tax or business structuring, you should be aware that this service is chargeable. If you have any questions please E-Mail or call us: 0800 081 1510 or +44 (0) 207 637 3881, fax: +44 20 7681 3318.
Private Company Limited by Shares. The relevant legislation is Cyprus Companies Law, Cap. 113, which is virtually a copy of the English 1948 Companies Act. A private company is one which by its articles: restricts the right to transfer its shares, limits the number of its members to 50, prohibits any public subscription to shares or debentures. When 100% foreign-owned, a private company is referred to as an 'offshore company', although recently the expression International Business Company has come into favour. However, as from 1st January, 2003, an offshore company (IBC) no longer has a separate taxation status, and will be taxed according to the same principles as a regular company. In future, IBCs will be allowed to trade inside Cyprus. However, an existing IBC which makes an irrevocable commitment not to trade inside Cyprus until 2006 will be able to claim the existing low tax rate for the three years 2003, 2004 and 2005. In order to form a foreign-owned company, a bank reference and copy of the owner's passport is required for the registration. The bank reference must be issued by a bank included on the Central Bank of Cyprus's list of qualifying banks.
The following information will be required for the formation of a standard Cyprus offshore company: name of the company with two alternatives; objects of the company (description of principal activities of a Cypriot off-shore company); capital: a minimum of CYP 1.000 for a company with no offices in Cyprus, or CYP 10. 000 for a company with offices in Cyprus. Payment of the capital can be extended in time. Full personal details of shareholders (minimum two) will be necessary. Full personal details of directors (minimum two) will be necessary. In Cyprus, a company's formation documents and its annual return must be filed in Greek; the same applies to accounts when these need to be filed.
Exempt Private Company. A private company limited by shares is exempt if: no body corporate other than another exempt company holds any of its shares or debentures. The number of debenture holders is not more than 50. No body corporate is a director of the company. The main advantages of an exempt private company are: it need not file accounts with its Annual Return; it is not subject to the statutory restrictions on loans to directors.
Public Company Limited by Shares. Any company registered under the Act whose Articles do not contain the restrictions applicable to private companies is a public company. A public company may obtain a listing on the Cyprus Stock Exchange.
Company Limited by Guarantee. As in England, companies limited by guarantee are normally used only for charitable or non-profit-making purposes. Apart from their share structure, they are similar to other types of private company and also fall under the Cyprus Companies Law.
Branch of Overseas Company. Any overseas company may operate in Cyprus as a branch. Within one month of establishment of such a branch, the following documents must be filed (in Greek) with the Registrar: a certified copy of the Memorandum and Articles of Association. A list of the directors and secretary. The names and addresses of persons residing in Cyprus authorized to accept all notices on behalf of the Company. Companies with branches in Cyprus must also file their accounts annually, together with certified Greek translations.
General Partnership. Partnerships fall under the Partnerships and Business Names Law Cap 116, basically similar to the equivalent English legislation. They must be registered with the Registrar of Partnerships within one month of formation, giving name, purposes, place of business, full particulars of the partners etc. Foreigners may belong, but need exchange control consent. A general partnership may have between 2 and 20 individual members (up to 10 only, if it intends to conduct banking business). Partnerships do not need to file accounts or to be audited.
Limited Partnership. These are similar to general partnerships except that they have one or more general partners with unlimited liability and one or more limited partners (whose liability is limited to the amount declared in the partnership return filed with the Registrar). Limited partnerships, used in conjunction with offshore companies offer good tax planning possibilities.
As your company formation agents, we can only act on information and instructions given to us. You should not assume that we have knowledge of any factual matters. All of the information contained on this web site is not meant to be advice, nor should it be followed. The information on this site pertains to U.K. law only and is offered as a public service. It is not intended to give legal advice about a specific legal problem, nor does it create an attorney-client relationship. We do not hold ourselves out as offering tax advice, although we do not hold ourselves out as experts in the laws of any foreign country.
If you order an offshore company we usually require to send us by fax, email (as attachments in PDF, GIF or JPEG format) or mail: copy of the passport (with photo, signature and personal data pages) of the beneficial owner of the company; copy of the passport (with photo, signature and personal data pages) of the individual who contacts us and places order with us if he is not the beneficial owner. Beneficial owner is the individual who benefits from ownership of a company regardless of who holds title.
The Cyprus Laws, governing the aforementioned legal forms are identical to the Laws of the United Kingdom. Limited companies make up the vast majority of offshore entities registered in Cyprus. Branches and Partnerships constitute only a small percentage, mainly because their legal status and financial liabilities are ultimately the same as those of their beneficial owners. Under the Exchange Control Laws, the establishment of any offshore entity in Cyprus requires the prior permission of the Central Bank.
The liability of a private company's members is limited either by shares or by guarantee. If a company is limited by shares, the liability of its members is limited to the nominal value of the shares subscribed to by them and if the shares are fully paid up, then the shareholders are not liable to contributing further. On the other hand, if a company is limited by guarantee, the liability of its members is limited to the amount to which they have agreed to subscribe in the case of liquidation. Companies limited by guarantee are usually formed by non-profit-making organisations. Offshore entities are always registered as private companies because this legal form enjoys comparatively inexpensive formation procedures, consensus of a few shareholders, control over the membership and uncomplicated reporting requirements.
All companies must prepare a Memorandum and Articles of Association. The Memorandum specifies the activities in which the company may engage. More specifically, the first three main object clauses must include the main proposed activities of the company. The Articles of Association specifies the rules governing the internal management of the company.
REGISTRATION OF COMPANY NAME.
The company name must be registered with the Registrar of Companies. It is necessary and advisable firstly to ascertain whether or not the proposed name of your choice is acceptable by the Registrar of Companies. In cases where subsidiary companies propose to adopt or use the name of the parent companies, a written consent is required by the parent companies. This procedure usually takes about 2-3 days provided that the name is available. However, in order to speed up the registration process of your company you could also select a name from our pre-approved list.
AUTHORISED AND ISSUED SHARE CAPITAL.
The share capital must be expressed in Cyprus Pounds. There is no legal requirement as to the minimum or maximum share capital of the company. However, the Central Bank of Cyprus recommends that the minimum authorised, issued and paid up share capital of a Cyprus company not be less than CYP 1.000. For companies wishing to establish a physical presence in Cyprus the minimum is CYP 10.000. Such companies may also enjoy and take advantage of Duty Free Concessions. If the company is going to establish offices (fully fledged offices) in Cyprus and employ expatriate staff the minimum issued and paid up share capital is CYP 10.000. However, if the company is not going to maintain offices in Cyprus, then it will require a minimum issued and paid up share capital of only CYP 1.000. The amount has to be deposited to a Company's bank account as soon as the registration is made. However, the amount of money deposited to the company's account may be used to pay company expenses.
SHAREHOLDERS.
Shareholders of the Company. In cases where the company belongs really to one shareholder who is either a parent company or a private individual, then what is recommended to do is to give all but one share to the main shareholder and the remaining one to a resident or non-resident who will hold it in trust for the main shareholder. Foreigners who do not wish to appear as registered shareholders may appoint nominees (we may provide Cyprus nominee shareholders services upon request) to act for them as registered shareholders, whilst the actual ownership shall always rest with the non-resident beneficial owners of the shares. It is the practice to appoint the firm which undertakes the formation of the company to settle the nominee shareholding through its members or through companies fully controlled by it.
Each shareholder is obliged to obtain from his bank a confidential bank reference regarding his trustworthiness. However, if the shareholders wish to remain anonymous then nominee shareholders may be appointed and in such a case only the Central Bank of Cyprus will know the true identity of the shareholders. For more details regarding the bank reference letter and the subject of nominee shareholders please contact us.
DIRECTORS.
A minimum of one director is required who takes office from the date of incorporation. It is not necessary to have local director(s) but in most of the cases it is advisable, so as to show that management and control is made from Cyprus. A company's sole director cannot also be the secretary of the company.
Local management and control of the company is very important. Therefore it is advisable that at least two local directors are appointed. There is no limit as to the maximum number of directors unless there is a restriction in the articles. Local directors usually are provided by the law firm establishing the company, who are acting upon the written instructions of the beneficial shareholders. It is advisable not to appoint more than one director resident in a particular country. This is of importance in order to preclude the possibility of the management and control of the company being deemed to be in a place outside Cyprus.
Appointment of Directors is determined by the Company's Articles of Association and is a power usually vested in the general meeting or, in some cases, in certain classes of shares. Directors may be dismissed by ordinary resolution of the shareholders. The Articles may also provide for dismissal in certain circumstances and determine the procedure for dismissal.
WHEN YOU NEED A NOMINEE DIRECTOR.
Nominee directors are needed when you must maintain a certain level of anonymity when conducting transactions. Nominee directors are appointed by the offshore company and are carried in the Register of Directors.
WHAT NOMINEE DIRECTORS WILL DO FOR YOU.
Based on the Articles of Incorporation and resolutions of the Board, nominee directors can be authorized to sign specific contracts and agreements or can be given general authority to sign all contracts and agreements.
SPECIFIC ACTIONS TAKEN BY THE NOMINEE DIRECTOR(S).
Prior to signing any documents, the nominee director must first read through the document to ascertain the specific risk attached to the document for the signatory. Because this service must be performed by professionals with some experience a charge is normally imposed for the inspection of such documents.
TERMINATING NOMINEE DIRECTOR SERVICES.
When you appoint Nominee Director(s) you will receive a pre-executed resignation. When you are ready to terminate the services, you simply enter the date in the resignation and notify us.
COMPANY SECRETARY.
Under the Companies Law, Cap.113, a company secretary is required who must be a natural person, but need not be resident in Cyprus. The company secretary should preferably have legal knowledge. Our firm usually acts as the company secretary to handle all the secretarial work (the statutory book, the minute book, keep the Seal under safe custody, etc) of the company.
REGISTERED OFFICE.
Under the law the company is required to have a register office to handle all its legal correspondence with the government's authorities (writs, summonses, notices, orders and other official documents can be served upon the company). Our firm usually acts as the registered office of the company. After the above information is provided, our firm undertakes to immediately complete the required documents and submit them with the Memorandum and Articles of Association to the Registrar of Companies. The Memorandum of Association includes the name of the company, the objectives of the company and the number, value of the shares issued. The Article of Association includes the internal rules of the company.
In addition to the above requirements, the approval of the Central Bank is needed. The approval can be obtained provided that: the activities and aims of the company are confined solely to business outside Cyprus. All local expenditure of the company is provided by funds from external sources. The company will obtain all its financial sources from abroad, and the company submits its annual audited Financial Accounts to the Central Bank of Cyprus.
REPORTING REQUIREMENTS.
The directors of every company have the obligation under the Law to prepare audited financial statements, not later than eighteen months after the incorporation of the company and subsequently once a year, to lay before the company in a general meeting a set of financial statements consisting of the directors' report, the auditors' report, a profit and loss account and a balance sheet. These financial statements must be also submitted to the Tax Authorities and the Central Bank, not later than 12 months after the year-end. Filing Requirements. Offshore enterprises are subject to the same reporting requirements as all other local business entities.
RESTRICTIONS ON NAME.
The name of the company has to be approved by the Registrar of Companies. This procedure usually takes 2-4 days. It is advisable to give a choice of three names in order of preference as each application has to be carefully checked against previously registered names before approval is granted. Suffixes to denote limited liability: Limited or Ltd. The following are considered by the Registrar of Companies: name Restrictions. A name that is similar to or identical to an existing company. A name that is known to exist elsewhere. A name that implies illegal activities. A name that implies Royal or Government Patronage. Generally, any word that the Registrar considers undesirable. Language of Name. Names may be expressed in any language using the Latin alphabet provided that the Registrar is provided with a Greek or English translation and the name is not considered undesirable. Names Requiring Consent or a Licence. "Bank", "Trust", "Building Society", "Insurance", "Assurance", "Re-Insurance", their foreign language equivalents or any name that the Registrar considers it may be related to the aforementioned.
Cyprus Important Note
UK Company with Bearer Shares
£ 1250.00
The Economy Private Limited Company package includes:
The registration of your Private Limited Company within 40 business days
+44 (0) 289.099.8744
