How to open and maintain a company in Cyprus

Process of establishing and managing a company in Cyprus is fairly simple, with an overall timeframe of about two weeks with the expedited procedure.

Establishing the company

The process can be broken down to 4 simple steps, though certain business activities might require additional actions, such as business permits or licenses issued by relevant authorities and/or regulating bodies, prior to commencement of business operations.

Step 1 – Choose the name

Once you’ve decided on the unique name for your new company in Cyprus, it must be confirmed by the Department of Registrar of Companies and Official Receiver of the Republic of Cyprus (RoC) that the name you have chosen is not already in use, and is acceptable for the specific nature of your business; then, an application can be made to reserve the company name, which shouldn’t take more than 3 business days.

In the meantime, you can prepare the incorporation documents and relevant forms, including:

• The Memorandum of Articles of Association, containing the information on the business activities of your company;
• Shareholders’ information;
• Information regarding the share capital and distribution of the shares;
• The Appointed Company Officers (ACOs) – Directors and Secretary; and
• The Registered Office Address of the company.

Note:

• There is no requirement to have a Cypriot national as your ACO, however, it is required that your ACOs, specifically the Secretary, have sound knowledge and understanding of Cyprus Companies Law (Cap.113);
• Cyprus company must maintain a Registered Office Address in Cyprus.

Step 2 – Incorporate the company

Once the company name of your choice has been approved, you may proceed with registering Director(s), Secretary and Shareholder(s), as well as the Registered Office Address, and submitting the application documents with the RoC. The application approval should take around 7 business days. Provided that the legal requirements to establish the company are met, the Certificate of Incorporation will be issued, accompanied by the certified copy of the Memorandum of Articles and Association, Certificate of Shareholders, Certificate of Directors and Secretary, and Certificate of Registered Office Address.

Step 3 – Establish presence

While the Registered Office Address of the company must be in Cyprus, the operations can be ran from anywhere in the world. However, if you wish to fully utilize Cyprus tax benefits, you may consider running your business from Cyprus and opening an office, setting up the infrastructure, obtaining relevant insurance coverages, and hiring the staff.

Step 4 – Registration with the relevant authorities

• Corporate Income Tax

Taxpayer’s registration and obtaining the company Tax Identification Code (TIC) from the Cyprus Tax Department is mandatory and it must be completed within 60 days of the date of incorporation of the company. Corporate income tax in Cyprus is calculated at 12.5% on the company’s net profit.

• Value Added Tax (VAT)

VAT registration at the Cyprus Tax Department is not mandatory if the taxable transactions value of goods and services carried out in 12 preceding months does not exceed the amount of €15.600.

• Social Insurance and General Healthcare System contributions

Registration at the Social Insurance Services is mandatory and can be completed by submitting an application for employer registration.

• Trademark

Where applicable, registration of Trademark with the Intellectual and Industrial Property Section is advised.

Maintaining the company

To maintain a healthy and legally compliant business in Cyprus, you will have a statutory responsibility to follow relevant laws and regulations, including but not limited to:

• Company is obliged to pay an annual fee of €350 by 30^th June of each year.
• Company must hold an annual board meeting to review important topics and approve financial statements.
• Company and its ACOs have an obligation to inform the Roc of any changes of the company’s particulars, e.g. change of name, change of directors and secretary details, change in share capital, change of Registered Office Address, change of shareholders, amendments of the Memorandum of Articles and Association, etc.
• Company has an obligation to prepare and submit to the RoC the annual return and the audited financial statements within 2 weeks from the date of the annual board meeting.
• Company has an obligation to prepare and submit to the Cyprus Tax Department the tax return and the audited financial statements at the end of each tax year.
• If applicable, the company must submit VAT declarations every 3 months and complete the payments within 40 days of the declaration.

For more information on company incorporation, company management, establishing premises in Cyprus and staff recruitment, contact us at [email protected] – our team and our associates will be looking forward to hearing from you.