Cyprus Company Incorporation
The formation of a Cyprus company or the registration of a Cyprus company or as per the proper term, the incorporation of a Cyprus company is governed by the Cyprus Companies Law CAP.113.
The process of the Cyprus company incorporation is very fast and can be achieved remotely in 7-10 days, without the applicant having to visit the Republic of Cyprus.
Cyprus Company Incorporation Procedure
The procedure for the incorporation of a Cyprus company will begin with our firm’s appointment to render this service, via an engagement letter with which our services and mutual obligations will be clearly stated.
Once the engagement letter is signed by both Parties, our firm will be authorised to prepare the necessary documents, for the filing of the incorporation application to the Cyprus Registrar of Companies.
Before filing the incorporation documents, on our client’s behalf, we apply at the Cyprus Registrar of Companies (RoC) for the company’s name approval. The name of the company should be unique and often the RoC, prompts applicants to use the company’s shareholders’ initials before any other word in the proposed name.
To ensure the success of the name application, our firm offers a free evaluation of the proposed company’s name a free search for similar names in the registry held by the RoC and free advice on alternative names in case we think that the percentage of success is low.
Memorandum and Articles of Association
Once we receive the company’s name approval from the RoC, we will start drafting the Memorandum and Articles of Association. With the Memorandum of Association, the following information must be included:
- Company’s name;
- its objectives;
- a declaration that the liability of company members is limited;
- the amount of share capital to be registered and the division in shares;
- the persons who set up the Cyprus company, their signatures and the number of shares they receive stated opposite their names. The memorandum of association is also signed by a witness who confirms the signature of the persons who set up the company and by the lawyer who prepared the memorandum of association.
With the Articles of Association, the company sets outs the regulations for its operation. Both the Memorandum and Articles of Association secure the smooth functioning of the business setting out, amongst others, the means for decision-making as well as relevant provisions regarding the share capital.
Other required documents for the Incorporation of a Cyprus Company
Form HE1 – Lawyer’s Affidavit
The form HE1 is an affidavit from one of our team’s lawyers who will confirm that all company documents were prepared according to Cyprus company law provisions.
Form HE2 – Company’s Registered Address
With the form HE2, the company declares its official registered office address in Cyprus, which is a requisite for incorporation.
The registered address of the company can also be offered by our firm as an administrative service with an annual fee for using our firm’s address as the company’s registered address. The registered address of the company will be on the public record and specifically on RoC’s website.
Form HE3 – Company’s Officers and Officials
The form HE3 is prepared for the appointment of the company’s Director and Secretary. Their personal information like name, date of birth, passport and place of residence shall also be included.
In the case where the Director and/or Secretary are legal entities, their Company’s name, registration number and registered office shall be required. It is worth mentioning that every Cyprus company shall have at least one (1) Director and one (1) Secretary.
All Cyprus companies require a Cyprus resident in the officer positions above. This is to prove that the effective management of the Company is performed in Cyprus, to avoid the risk of any disputes or challenges that the tax residency of the company is not Cypriot.
The appointment of a Director and Secretary can be offered by our firm as an administrative service with an annual fee.
Filing of the application for the Incorporation of a Cyprus Company
The filing of the application for the Cyprus company incorporation is completed online via the RoC’s website once we have all the documents as above described ready and signed by the company’s officials and shareholders. Once filed, the RoC proceeds with the registration of the company in its registry by giving a unique registration number within 2-5 days and issues the following official corporate certificates:
- Certificate of incorporation (issued in Greek or English)
- Certificate of registered address (issued in Greek or English)
- Certificate of Directors and Secretary (issued in Greek or English)
- Certificate of Registered Shareholders (issued in Greek or English)
- Certified True Copy of the Memorandum & Articles of Association (issued only in Greek)
The Cost for Cyprus Company Incorporation
As a boutique law firm, we like to stay very competitive and transparent in terms of our legal fees, while at the same time making sure that our professional duty of proper care, skill, and attention to the client’s affairs is sustained.
The below list of expenses represents our legal fees and out-of-pocket expenses for the incorporation of the Cyprus company:
|Legal fees for the incorporation of a Cyprus company||Will be determined after the first meeting with the client|
|Provision of a local Director and Secretary||Starting from Euro 1000 per annum (plus 19% VAT)|
|Provision of a registered office address||Starting from Euro 500,00 per annum (plus 19% VAT)|
|Memorandum & Articles of Association Affidavit of true translation||Euro 195,00 (plus 19% VAT)|
|Filing an application for a company name approval||Euro 30,00 (per name applied)|
|Stamp duty for the form HE1||Euro 53,00|
|Company registration fees (fast track – 2 to 5 days)||Euro 485,00|
|Company registration fees (normal track – 15 to 30 days)||Euro 285,00|
|Courier Fees||Euro 20,00|
|Official company seal/stamp||Euro 20,00|