• Cyprus Private Company

  • GENERAL

    Legal Framework

    Cyprus Private Limited Liability Companies are governed by the Cyprus Companies Law, Cap. 113.

  • SHAREHOLDERS

    Liability of Shareholders

    The liability of the shareholders of a Cyprus Private Limited Liability Company is limited up to the unpaid amount of the shares they hold.

    Minimum Number of Shareholders

    The minimum number of shareholders of a Cyprus Private Limited Liability Company is 1 and the maximum is 50.

    Restriction on Nationality/Residency of Shareholders

    There is no restriction on the nationality or residency of the shareholders.

    Corporate Shareholders

    The shareholders of a Cyprus Private Limited Liability Company can be individuals and/or legal persons.

    Nominee Shareholders

    The use of nominee shareholders is allowed.

  • DIRECTORS

    Minimum Number of Directors

    The minimum number of directors is 1.

    Restriction on Nationality/Residency of Directors

    There is no restriction on the nationality or residency of the directors. Please note that for tax residency purposes it is advisable for the majority of the board of directors to consist of Cyprus tax residents.

    Corporate Directors

    The directors of a Cyprus Private Limited Liability Company can be individuals and/or legal persons and they are not required to hold shares in the company.

  • SHAREHOLDER MEETINGS

    Shareholder Meetings

    It is a legal requirement for every company in Cyprus to hold annual shareholder meetings. These can be held anywhere in the world.

    A Cyprus Private Limited Liability Company should hold its first general meeting within 18 months from incorporation.

    Annual general meetings should be held. Not more than 15 months should lapse between each annual general meeting.

  • CAPITAL

    Minimum Capital Requirement

    There is no minimum capital requirement for a Cyprus Private Limited Liability Company.

    Currency of Capital

    Share capital can be denominated in any major currency.

    Non-par Value and Bearer Shares

    Non-par value shares and bearer shares are not allowed.

    Capital Duty

    Capital duty is imposed on the issuance of share capital as follows:

    Upon incorporation of a company
    Authorized share capital €103 plus 0.6% on the authorized share capital
    Issued share capital No capital duty if the shares are issued at a nominal value.
    €17 flat duty if the shares are issued at a premium
  • REGISTERED OFFICE

    Registered Office

    It is a legal requirement for every company in Cyprus to have a registered office in the Cyprus, which may be used as the business address of the company.

    Company Secretary / Registered Agent

    It is a legal requirement for every company in Cyprus to have a company secretary.

    The company secretary can be a natural or legal person.

    There is no requirement for the company secretary to reside in Cyprus, yet for practicality issues this is advisable.

  • FOREIGN INVESTORS

    Restrictions on Foreign Investors

    There are no restrictions on foreign investors investing in Cyprus Private Limited Liability Companies.

  • FORMATION

    Time Needed for Incorporation

    The time needed for the registration of a Cyprus Private Limited Liability Company is 7 - 10 working days.

    Shelf companies are available.

  • CONFIDENTIALITY

    Beneficial Owners

    The details of the beneficial owner are disclosed to the service provider and are not available on public record.

    Registered Shareholders

    The details of registered shareholders are available on public record.

    Directors

    The details of directors are available on public record.

    Financial Statements

    The financial statements are publicly accessible.

  • FILING REGUIREMENTS

    Filing with the Registrar of Companies

    An annual return should be filed to the Registrar of Companies within 42 days from the date of its Annual General Meeting. Such return includes the audited financial statements of the company.

    Filing with the Tax Authorities

    Every company must submit a tax return to the Tax Authorities 15 months after the end of the tax year. Such return is based on the financial statements of the company and includes the tax computation.

  • RECORDS

    Accounting Records

    Every company in Cyprus needs to maintain accounting records. These accounting records may be maintained outside Cyprus and in any currency.

    Financial Statements

    Every company in Cyprus must prepare a full set of financial statements in accordance with International Financial Reporting Standards (IFRS) and audited by an approved auditor.

    In accordance with IFRS, holding companies are required to prepare consolidated audited financial statements on an annual basis. However, consolidation is not required if the holding company is an intermediary holding company and a holding company further up the structure prepares consolidated financial statements under approved accounting standards.

  • AUDIT

    Audit Requirement

    The annual accounts of a Cyprus Private Limited Liability Company need to be audited.