We are an experienced team of business consultants in different jurisdictions, and we can also help you to develop and resolve your business issues, advise on various business topics and areas, including to organize assistance of legal advisors and lawyers.
Cyprus
CYPRUS COMPANY - what is it?
Cyprus companies are a great tool for doing business. Companies can be private and publi ones.
Description : The most common standard form of a company for doing business is a private limited liability company (a private company limited by shares). The name of such a company uses the extension Limited or the abbreviation - Ltd. The second type of private companies, which is provided for by the Cyprus law "On Companies", is a private company limited by guarantee (private company limited by guarantee), it can be with authorized capital or without authorized capital. Private companies limited by the guarantee are mainly used for non-commercial activities, and much less often for commercial activities.
We are not engaged in a provision of registration or formation services ourselves , but we can help you to find a good services provider or lawyers in Cyprus who will provide such registration (formation) services and provide further service, including nominee services if it is necessary. We are not engaged in any consulting in the field of the order of registration or formation companies (legal entities) in Cyprus or any other countries, but we can help you find a good specialist and provide you with a connection with him, to support you with negotiations with such provider.
List of Cypriot banks to open accounts:
Hellenic Bank
Bank of Cyprus
Eurobank Cyprus Limited
Alpha Bank of Cyprus (has nothing in common with the Russian Bank Alfa Bank).
Astra Bank ( former known as Piraeus Bank).
It should be noted right away that currently opening accounts for a Cyprus company in any of the above banks is a very long process, and the opening period is up to six (6) months, or even more. In the event that the accounts have already been opened with the company and the owner has decided to sell the company to another owner, any of the banks will immediately block the accounts and the accounts will be blocked until the bank receives and checks all KYC documentation on the new owner of the company and his activities.
The second requirement that Cypriot banks impose on all Cypriot companies is the presence of an operational office in Cyprus (in addition to the registration address). At a minimum, it is necessary to provide the Cyprus Bank with a copy of the office lease agreement in Cyprus for a period of at least one year in order to satisfy the requirement. Otherwise, your company's bank accounts will be closed or blocked until the moment the office space lease agreement is provided. We can arrange for you and your company to have an operational office if certain conditions are met.
In case of opening accounts not in a Cyprus bank, the requirement to have an operational office in Cyprus must be clarified with the bank before opening accounts.
At the same time, as an alternative to bank accounts, it is possible to open accounts for the company in payment systems, namely in such as Unlimited (Cyprus), or in one of the British payment systems (headquartered in London). At the same time, when opening accounts in payment systems, there are no requirements for the presence of a mandatory operational (rented) office and staff in the company. It should also be noted that the Unlimited payment system opens accounts for IT companies mainly, practically does not consider other types of activities.
Companies can be as general trading companies, or as companies for certain purposes, namely, they can be companies for real estate management, an insurance broker company, a company for owning ships, etc.
To provide services, you need to promptly provide information and fulfill a number of requirements for the provision of KYC documents, without which the provision of services cannot start. We require our customers and clients to fill out a questionnaire in advance, which will greatly facilitate and speed up the work of providing services, and will allow us to receive the required information (and documents) from you as soon as possible. By filling out these Questionnaires, as well as providing the required documents (scanned copies to begin with), you will help us to carry out our internal procedures.
The questionnaire is a short form where information and data about the customer and the provision of services that you would like to receive should be indicated.
Customer Acceptance FORM - this form is for individuals. It is one of the main forms that contains personal, personal information about the identity of the client (individual or individuals).
We need to receive from you, in addition, certified copies of your passport or identity document, a certificate from the bank where the individual has an account (Bank reference), a document confirming the address of the individual's residence.
We will send YOU a questionnaire or a form for legal entities that contains information about each legal entity involved in ordering services.
We will start providing services by signing a contract with you for the provision of services.
The main requirements for existing Cyprus private company limited by shares:
Number of shareholders: A Cyprus company usually has at least one shareholder, but no more than 50 (fifty). A shareholder can be either a legal entity or an individual from any country (any jurisdiction). There are no requirements in the legislation of Cyprus that a shareholder must be a resident of Cyprus. The shareholder may be a nominee, we can help you find a nominee shareholder if necessary.
Board of Directors: A Cyprus company can have one Director, who can be both a legal entity and an individual. A Cyprus company claiming to have and maintain the status of a Cyprus tax resident in the future must be managed and controlled from the territory of Cyprus. Thus, most of the appointed directors on the company's Board of Directors must reside permanently in Cyprus and have the status of a resident of the Republic of Cyprus.
Any Cyprus company has a registered address in Cyprus. In order to directly carry on a business on the territory of Cyprus, a company usually does have an additional office in rent or in its own property, while the registered address of the company will remain the same for the company.
Every Cyprus company must have a company secretary, who can be either an individual or a legal entity.
The company is registered with a tax authority of Cyprus and have a tax number (TIC -Tax Identification Code).
For information only :
It is important to note that the requirements for Cypriot companies regarding their recognition as a tax resident of Cyprus have recently been tightened. In accordance with Circular No. 2015/19 of 30/10/2015 issued by the Cyprus Tax Authorities, when a company submits an application for a certificate of Tax residence, the company's directors must fill out and sign a special questionnaire ("Questionnaire"). The new questionnaire focuses on the place of actual management and control of a Cyprus company. In addition to the basic information about the company, the questionnaire requires certain data to be entered into it, including the following:
Is the company registered on the territory of the Republic of Cyprus, and is it a tax resident only of Cyprus, or of any other states?
Is Cyprus the place where most of the meetings of the company's Board of Directors (Management Board) take place, and is Cyprus the country of tax residence of the majority of the members of the Board of Directors?
Is Cyprus the main venue for meetings of shareholders of the company, and decision-making by shareholders of the company?
Does the Company issue any General Power of Attorney to anyone?
Is Cyprus a place to store the company 's books and records ?
Tax payments and reporting: Have all the company's tax returns and statements for tax periods been filed, and have all the required taxes that the company had to provide and make for the reporting periods previously been paid?
Taking into account all the above, lawyers recommended not to issue general powers of attorney for the management of the company's affairs and business, since the issue and availability of such a general power of attorney from the company may lead to the recognition of such a company as a non-resident of Cyprus, or, at least, to the refusal to issue a certificate of tax residence of the company for the reporting period. It is recommended to order separate, special powers of attorney, with a limited list of powers, for strictly defined purposes (for example, to open and manage company accounts in a bank, to purchase and manage securities, to establish and register a representative office of the company abroad, to represent the interests of the company at meetings, before state bodies, to participate in meetings shareholders, to represent the interests of the company in the courts, etc.).
The issue of the company's tax residency may also arise if the company's Shareholders' Agreement or the Charter contains provisions on granting special powers to control the company, its activities and decision-making in the company on key issues to a single shareholder or a group of shareholders who are not residents Cyprus. Such cases already exist in the judicial practice of Cyprus.
Financial and tax reporting
Each Cyprus company must appoint auditors, and annually prepare and submit financial and tax reports to the tax authorities of Cyprus.
Annual Fee for Cypriot companies
In addition to paying the prescribed taxes, each Cyprus company must pay an annual Levy Fee (Annual Levy Fee, or registration state fee) in the amount of €350 Euros to the registrar of Cyprus companies.
The above resume is only for your information and is not a legal advice .