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Business Incorporation in Cyprus.

Local and foreign investors may establish any of the following legal entities or businesses in the Republic of Cyprus:

  • Companies (private or public);
  • General or limited partnerships;
  • European Company (SE);
  • Branch of overseas companies.

 

Companies.

The Companies Law provides for two categories of companies:

A Private Company: requiring one or more founding members, is limited to 50 shareholders, but cannot offer shares for public submission nor does it have the right to transfer shares.

A Public Company: requiring minimum of seven members and its main feature is the power to extend an invitation to the public to subscribe to its shares.

 

The following documents can be submitted either by hand or online, certified by a registered advocate/lawyer in the Republic of Cyprus:

  • Declaration form (ΗΕ1, a affidavit (sworn) statement of the lawyer and signature from the Registrar of the District Court);
  • Form concerning the registered office address (HE2)
  • Details regarding the directors and secretary (HE3)
  • List of persons who consent to act as directors of the public company (HE5, in case of a public company)
  • Original Memorandum and Articles of Association (by law must be written by a approved/registered lawyer)
  • One Stop Shop Application Cover for Legal Entities Registration (applicable for submission to One Stop Shop)

 

Upon completion of the registration the “Certificate of Incorporation” is issued.

Upon request, the following certificates and/or certified copies can be issued:

(1) A certificate of the Shareholders;

(2) A certificate of the Directors and Secretaries;

(3) A certificate of the Registered Office;

(4) A certified true copy of the Memorandum and Articles of Association;

(5) A certified copy of the Certificate of Incorporation.

Notably, there is no minimum capital in registering a company. Company registration is completed within approximately one month or 3 working days under accelerated procedure or through online submission from the date that the application was duly submitted.

 

Redomiciliation of registered office.

Companies registered in any country can transfer their registered office in the Republic of Cyprus, provided that the legislation of the country of origin allows for such transfer. Also, the Articles of Association of the company must provide for the continuation of the company under the legal status of another approved country or jurisdiction.

The following documents can be submitted, by hand or by mail, through a registered advocate/lawyer in the Republic of Cyprus, to the Registrar of Companies and Official Receiver:

  • Application of foreign company (ME1)
  • Affidavit statement by authorized representative form (MEA)

The registration procedure is completed within five (5) to seven (7) working days under accelerated procedure or within fifteen (15) to twenty (20) working days under normal procedure from the date the application was duly submitted.

 

 

Partnerships.

Partnerships are registered under the Partnerships and Business Names Law. There are two kinds of partnerships:

General Partnership: Every partner is individually and collectively accountable for the liabilities of the partnership, including all debts and obligations of the partnership incurred while he is a partner;

Limited Partnership: One or more general partners are individually and collectively accountable for the liabilities of the partnership and one or more limited partners whose accountability for such liabilities is limited to their contribution to the partnership.

Partnership registration is completed within one (1) month under ordinary procedure or one (1) week (between two (2) to five (5) working days) under accelerated procedure from the date the application was duly submitted.

 

European Company.

The registration of a European Company is in line with the Council Regulation (EC) No. 2157/2001. The main objective is to allow companies incorporated in different member states to merge or form a holding company or joint subsidiary, while avoiding the legal and practical constrains from the existence of different legal systems.

The following documents should be submitted, by hand or mail, to the One Stop Shop or to the Registrar of Companies and Official Receiver:

In the case of incorporation of a European public limited-liability company (Societas Europaea or SE) by merger:

  • Form of Incorporating European Company SE by merger (ΕD1)
  • Charter of Statute or Memorandum and articles of association of the European Company SE
  • Copy of the Court’s order certifying that the provisions of the article 26 of the EC 2157 /2001 have been met

 

In case of incorporation of a holding European Company SE:

  • Form of Incorporating European Company Holding SE (ED2); along with
  • Charter of Statute or Memorandum and articles of association of the European Company SE
  • Written report by independent experts according to article 32(4) of the EC 2157/2001
  • Copy of the resolution approving the incorporation scheme of the holding SE of article 32(6)
  • Form of Incorporating a company or European Company SE that promotes the formation of a holding SE (ED2II) along with a copy of the scheme or terms of incorporation
  • Form for notification that the requirements for the incorporation of a holding company SE by local company or SE are met ED2II)

 

In case of incorporation of a subsidiary European Company SE:

  • Form of Incorporating European Company Subsidiary (ED3)
  • Charter of Statute or Memorandum and articles of association of the European Company SE

The registration is completed within approximately one month or 3 to 4 working days under accelerated procedure from the date the application was duly submitted

 

 

A branch of overseas companies does not constitute a legal entity different to that of its founding company.

Overseas companies registered abroad may establish a branch in Cyprus, provided that they file with the Registrar of Companies and Official Receiver within 30 days of such establishment. Notably, the branch must have the same name as the parent company.

The following documents, officially translated into Greek language, should be submitted, by hand or by mail, to the One Stop Shop or to the Registrar of Companies and Official Receiver:

  • List of submitted documents by a foreign company (AE1)
  • List of directors and secretary of a foreign company (AE2)
  • Data of the foreign company’s authorized representatives residing in the Republic of Cyprus (AE3)
  • A written statement signed by the authorized person showing: (1) the name and the legal status of the company, (2) the registration number, (3) the registered office, (4) the place of business In Cyprus, (5) the objects for which the company is established, (6) the issued and nominal share capital
  • A certified copy of the parent company’s charter or statutes or memorandum and articles of association in an official language of the Republic of Cyprus (with official translation in the Greek or English language in a different case). The certification should be made: (I) by a Government official to whose custody the original is committed, (2) by a notary Public, (3) by a company’s officer before a person with authority administered under oath

The registration is completed within thirty (30) working days or five (5) working days under accelerated procedure from the date the application was duly submitted.