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The Cyprus Private Limited Company

The key factors that lead businesses from around the world to pick Cyprus as their base of operations are the island’s enormous tax benefits and priceless tax exemptions. Cyprus has a quick and easy company establishment process. In around 7 to 10 days, you may start operating. The registration procedure takes around eight working days to complete once the name application is approved within three working days.

There can only be a maximum of fifty members, with one being the minimum. A public invitation to subscribe for any shares or debentures is prohibited.

The general characteristics of a Cyprus private limited company are the following:

  • There can be up to fifty members, with one being the minimum.
  • Each member’s liability is capped at the value of their subscribed shares;
  • Bearer shares cannot be issued; however, nominee services may be provided;
  • Preferential shares or several share classes may be issued;
  • There are limitations on share transfers;
  • The company name must include the word “limited” or “ltd” at the end.
  • There may be a single Director, who may be either a Cypriot or a foreigner;
  • The company must have a company secretary and a registered address in Cyprus;
  • The Secretary keeps the Company seal (in its custody), the Register of Members, the Register of Charges, the Register of Directors and Secretary, and the Minute Book recording all Board meetings and resolutions;
  • To secure precedence and protection against the company’s other creditors, any charges against the company must be filed with the Registrar of Companies.

The Basic Requirements for Incorporation

  • The proposed name of the company must receive approval from the Registrar of Companies.
  • An outline of the company’s primary activities must be provided to create the company’s memorandum and articles of association.
  • The size of the company’s nominal capital and how it will be allocated. Typically, this is done by dividing a sum of EUR 1,000 into shares of EUR 1 each. It should be noted that a currency other than Euro can be used to denominate the capital.
  • Information on the proposed beneficial owners including their names, residences, employment, passport information, nationalities, addresses and the percentage of shares they plan to own in the company.
  • Information on the prospective directors and company secretary, including their names, residences, occupation, passport information, and addresses.
  • The company’s intended registered office address.
  • Information on the company’s prospective auditors.
  • Our firm’s standard Know-Your-Client forms must be filled out and signed by the potential beneficial owners to comply with anti-money laundering regulations.

Registered address

By the legislation, the company must have a registered office in Cyprus, which will serve as its official mailing address for business purposes.

Memorandum and Articles of Association

A Cyprus company must have a memorandum and articles of organization that outline its operations and lay out how it will manage its internal affairs.

Share Capital

The minimum and maximum share capital requirements of the company are unrestricted by law.

Shareholders

Limited liability companies are required to have at least one shareholder under Cyprus law.

Board of Directors

Although it is not necessary by law, the appointment of local board members is regarded as beneficial for taxation reasons since the tax benefits of a Cyprus company are directly related to the concept of management and control. It should be highlighted that, in terms of taxes, it is imperative that Cyprus companies are managed and controlled in Cyprus to qualify for tax benefits, which means that the majority of the directors must be Cyprus residents and meetings involving the board of directors have to take place in Cyprus. Therefore, those who are interested to register their company in Cyprus, but do not reside in Cyprus, must appoint Cyprus directors as an alternative option.

Secretary

The company shall designate a secretary as required by law.

Registered address

According to the legislation, the company must have a registered office in Cyprus, which it will use as its official mailing address while carrying out its operations.