Cyprus Limited Company Incorporation – 2022

Cyprus Limited Company Incorporation :  A Cyprus limited company is a private limited liability company or a Cyprus I.B.C. or a Cyprus Holding Company or a trading company or an offshore company or simply a Cyprus company. Find out more about company formation. All these forms of company have one common feature. The liability of the members is limited. In other words creditors cannot seize assets belonging to them to satisfy debts of the company.

Cyprus Limited Company Incorporation: Facts and Procedures for 2022

There are various types or legal entities for a Cyprus company set up, but in this article we are going to talk about the Cyprus Limited Company  which is the most common type of company used.

See some quick facts about it, which will help you understand the nature and usefulness of this company. Its most common characteristics are the following:

1. Before committing to a Cyprus Limited Company Incorporation, its name must be approved. The word Limited or Ltd must appear at the end of the company`s name.
2. The minimum shareholders are one and the maximum fifty.
3. No bearer shares are allowed.
4. The minimum capital can be 1 Euro and there is no maximum limit.
5. The shareholders of a Cyprus ltd are not responsible for the debts of the company, only to pay for their shares.
6. A nominee shareholder can be used for secrecy and tax residency of the company.
7. The minimum number of Directors is 1. There is no maximum number of directors provided for by the law.
8. When opening a company a nominee director can be used again for confidentiality reasons and for practicability.
9. When you proceed with a Cyprus Limited Company Incorporation, a secretary must be appointed. The minimum number of Secretaries is 1.
10. At the time of opening a company articles of association and a memorandum must be drafted and filed

Cyprus Limited Company Incorporation:  What Do The Articles of Association Include?

The articles of association of a Cyprus Limited Company are basically an agreement between the shareholders which regulates the relations between them, and between them and the directors and the secretary. They also provide for the following which is not an exhaustive list of regulations. They can be changed at any time of course:

1. The payment of dividends.
2. The annual and the extraordinary general meetings of the shareholders.
3. The voting rights among the board of directors, how they resign and replaced, and their rights and duties towards the company i.e. the shareholders.
4. The rights of the shareholders to replace the directors and the secretary.
5. The ability of the company to get loans and mortgage its property and to give loans to the directors.
6. And finally the winding up of the company voluntarily or by order of the court.

What Is The Memorandum of Association?

Cyprus Limited Company Incorporation:  The memorandum of association of a Cyprus ltd is the official document of the company drafted when you open a Cyprus company and filed with the Registrar at the time of setting up the company, which declares the following:

1. The name of the company.
2. It stipulates in great detail the objects of the company i.e. the activities of the company. Such objects are usually many pages and they stipulate more than 50 of 60 different types of activity. This is very important because any activity of the company not included in the memorandum can be ultra vires the company and therefore void or voidable!
3. On its incorporation the company must also declared the address of its registered office. This is necessary by law and it must be situated in Cyprus.
4. In the memorandum the capital is also declared. At the stage of setting up a company the capital can be nominal or issued and the shares can be or any type stipulated such as usual shares or voting or non-voting, with preferential rights or no rights.
5. Lastly the memorandum must give full details of whom the Shareholders are and their full address and profession.

How To Incorporate A Cyprus  Limited Company?

In order to open a Cyprus company you need to provide the following information and documents. These will assist us to prepare the memorandum and articles of association, to fill in the forms necessary for the company set up and of course the know your client procedure. The basic requirements for you to open a company are:

1. A good copy of the picture page of your passport.
2. Your residency address.
3. Your occupation.
4. A detailed description of the proposed objects of the company.
5. The capital you require for your company.
6. The name of the company.
7. If the shareholder or director of the company is another company or other legal entity, then all the information and documents of the company and its directors/shareholders/secretary/real owner/signatory are required.
8. Fill in our questionnaire which basically collects the above information.

Our firm has been opening Cyprus companies since 1979. Our extensive experience and expertise are at your disposal. See more details on Cyprus Company Formation.

Branches Of Overseas Companies

A company which is registered abroad in any other country can register a branch of it in Cyprus. The benefit is that you get to keep exactly the same name. The operations can be carried from the headquarters in the foreign country, the staff can be employed and stationed abroad etc. Yet it will enjoy the `offshore company status` and pay tax as any other Cyprus limited company does and enjoy all the other tax benefits too. Article 347 of the Cyprus company law provides all the details and procedures for the registration of such a branch.

Cyprus Limited Company Incorporation: Tax Advantages

When you open a Cyprus company there are a lot of tax benefits to be enjoyed by the international businessman some of which are:

1. Corporate Tax is calculated on the net revenues of the Cyprus ltd company at 12.5% only, which is one of the lowest tax rates in the EU.
2. The tax on dividends paid out by it is zero!
3. The tax on dividends received by it from shares it holds in other companies abroad is zero!
4. The tax on profits from permanent establishments abroad, like hotels, restaurants, power stations, factories etc is zero!
5. The tax on the profits from the sale of shares locally or abroad is zero!
6. The tax on the profits from the sale of real estate abroad is zero!
7. The tax on the revenues of IP property such as patents or licenses is 2.5%.
8. The transfer of money in and out of Cyprus is free, no exchange controls.
9. The tax on the inheritance of shares is zero!

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