According to Cyprus legislation, when you start a business in Cyprus, the company must have at least one shareholder and one director, both of whom can be individuals or corporate entities. It is also mandatory to appoint a Secretary, who can be an individual or a corporate entity. The company's registered office in Cyprus is where all official communications and notices must be sent and received and it must be located within Cyprus. Having a clear understanding of the roles and responsibilities of the shareholders, directors, secretary, and registered office address used for maintaining a company in Cyprus is essential for the smooth operation and success of a company registered in Cyprus.
Every company established in Cyprus should have at least one shareholder. Complete anonymity of the ultimate beneficial owner (UBO) of a Cyprus company is no longer possible in Cyprus because there is a legal requirement for the ultimate beneficial owner of a Cyprus company to be declared and registered with the Cyprus Registrar of Companies within 30 days of the incorporation of companies in Cyprus.
However, if the client wishes, we can also act as a nominee shareholder for them (through a trust deed).
Upon company registration in Cyprus, if the UBO of a Cyprus company prefers, the shares can be registered in their name.
In the case of Cyprus company incorporation, it is important, both from a tax point of view and for administrative purposes, for the management and control of the company to be exercised within the Cyprus jurisdiction.
Our office is able to provide our clients with Cyprus resident nominee corporate directors. However, since the Cyprus corporate law requirements for registering Cyprus companies have become increasingly stringent recently with regard to the provision of nominee services in Cyprus, in order to act as a nominee director for a Cyprus company, we will require very close collaboration with the ultimate beneficial owner of the company, who will have to provide us with details of the Cyprus company's business activities, copies of any agreements and contracts, information concerning any bank transactions, up-to-date bank statements, etc.
When it comes to maintaining a company in Cyprus, following the incorporation of a company in Cyprus, the owner of a Cyprus company will also have to duly comply with their obligations to file tax returns regularly (in compliance with tax regulations in Cyprus) and to provide the Registrar of Companies with financial statements in Cyprus (this includes the auditing of accounts in Cyprus).
The Cyprus Companies Law requires that every company has a company secretary. Our office can provide this service through a nominee secretary, provided by one of our nominee companies. Please note that this is a secretary in name only. It is merely a post held and does not involve the provision of any actual (traditional) secretarial services.
The duties and responsibilities of a company secretary in Cyprus are, inter alia:
In addition, a Cyprus company secretary is responsible for preparing and filing the annual returns to the Registrar of Companies.
The Cypriot company secretary may also sign statutory declarations on behalf of the company and certify documents.
Another legal requirement when you register Cyprus companies is that Cyprus companies should have a registered office, without implying that this entails the opening of an administrative office. Our own office address may be used as such. The registered office needs to be in Cyprus for tax residency purposes so that the new company will be considered as being resident in Cyprus and will therefore benefit from the favourable Cyprus corporate tax regime - the Cyprus corporate tax rate is just 12.5% of its net worldwide profits.