Formation of a New Company in Cyprus

Formation of a New Company in Cyprus

Incorporating a Cyprus legal entity is a simple process that has evolved over the years from local legislation and industry practice. To this effect, below you will read about our forms that need to be completed in order to request a new incorporation or purchase an established Cyprus Company. By completing these forms, you will assist our team to perform our internal procedures that abide by all EU directives and national laws for anti-money laundering.

Company Questionnaire - is a form where all the details of the new company are to be stated (i.e the required name of the company, the activities envisaged, the number and names of directors and shareholders and information in relation to the source of wealth of the ultimate beneficial owner.

Client Acceptance Form – for individuals is a form that contains personal information for the individual that will be involved in the company i.e. shareholders, directors, contact persons etc; Their names, passport copies, bank reference letter, proof of address, need to be attached. Client Acceptance form for legal entities is a form that contains information for every legal entity involved in the shareholder structure (if any).

Bank account questionnaire – is a form that needs to be completed in order to request the opening of the bank account for the company in question. Information such as the purpose of the bank account, the currency, the signatories and the periodical turnover need to be completed in the questionnaire.

General information

• A Cyprus Company needs to have a minimum of one member (shareholder) which may either be a corporate entity or an individual. On certain occasions a trustee (corporate or individual) may be offered to hold the shares in trust for certain beneficiaries as per the purpose of the trust.
• A minimum of one director must be appointed which may be a corporate entity or an individual.
• Should you require a Cyprus tax residence status for the company; the registered Company should be managed and controlled in Cyprus and thus the majority of appointed directors must reside in Cyprus.

According to the Circular No. 2015/19 released on 30 October, 2015 by the Cypriot tax authorities, a special questionnaire shall be filled by the directors when applying for a Tax Residence Certificate (the ‘TRC’). The new questionnaire focuses on the place of actual management and control over Cypriot companies. In addition to the basic information about the company, the questionnaire requires certain details including the following:

• Incorporation and tax residence of the company. Is the company incorporated in the Republic of Cyprus and is it tax resident in Cyprus only?

Tip: this is to ensure that no double tax residency has been established.

• Board of directors. Is Cyprus the place where the majority of board meetings take place and is Cyprus the country of tax residence of the majority of the board members?

Tip: Major assessment factor for place of management.

• Shareholder meetings. Do the shareholder meetings take place in Cyprus?

Tip: Also important to the place of management of the company.

• General Power of attorney. Has the company issued any general power of attorney?

Tip: To ensure the duties and role of the Board of directors has not been transferred elsewhere and hence the place of management.

• Maintenance of books and records. Is Cyprus the place where the books and records are prepared and kept and is it the place where the company’s seals are stored?

• Tax payments and filling. Have all the tax returns and the self-assessments for the tax years that are due been paid?
  • The corporate tax rate in Cyprus is 12.5% which is one of the lowest tax rates in European Union.
  • An important advantage to keep in mind is that a Company in Cyprus may receive dividends from any foreign or Cyprus company free from corporate tax.1  

Royal Pine – Banking services
Royal Pine can facilitate the opening of a Bank Account and undertake the execution of payment transfers and day-to-day administration.
Kindly note that physical presence is currently not required for the registration of either a company or a bank account however a video conference between the UBO and our team will be requested.

Time required

• In terms of time frame, one week is usually required to register a company plus approximately three working days for the approval of the company name;

Tip: note that it is our standard practice to hold a list with pre-approved names in case of urgencies).

• Off-the-shelf Companies are also available immediately however, any changes required (i.e. change of directors or transfer of shares) need approximately two weeks for the new certificates (if required) to be issued by the Registrar of Companies.

Tip: A misconception we usually come across is that certificates issued by the Registrar of Companies in Cyprus (i.e. Shareholders certificates, Director certificates etc) serve to provide the legal evidence for that information contained therein. It should be clarified that the Secretary of a Cyprus company is required to keep up-to-date the so called Members book which shall include all such information and history and which is the primary legal evidence of past and present shareholders and officers of the Company. An extract may be provided certified by the Company secretary.

* This publication has been prepared as a general guide and for information purposes only. It does not purport to be comprehensive or to render legal advice. 

• 1Subject to certain conditions