When considering business opportunities in Cyprus or embarking on the journey of Cyprus company formation, it’s essential to factor in the specific needs of your enterprise. Cyprus offers a range of options, including:
- Cyprus Company Registration: This allows you to establish a limited liability company, providing the utmost freedom and flexibility.
- Cyprus Branch of a Foreign Company: Registering a branch of your foreign company in Cyprus.
- Representative Office of a Foreign Company: Setting up a representative office in Cyprus.
- Cyprus Partnership Formation: You can choose between general or limited partnership structures.
- Sole Proprietorship: Another available option for business operations.
Among these options, Cyprus company registration as a limited liability company is the most favored due to its flexibility.
Requirements for Cyprus Company Formation
For the successful registration of a Cyprus company, the following requirements should be met:
1. Cyprus company formation – name
1. Company Name: Although you need only one approved company name, it’s advisable to provide at least three options in order of preference to avoid delays.
3. Documentation: Complete information, including full names, addresses, professions, nationalities, percentage of shareholding (if applicable), and relevant documentation, should be provided for the directors, shareholders, and secretary.
4. Registered Address: We can help you with a registered address for your Cyprus company.
5. Business Activities: Provide a comprehensive description of your company’s activities for proper registration.
Practical Steps for Cyprus Company Registration
The process of registering a Cyprus company involves several steps:
1. Name Approval: Submit an application for the approval of your company’s name to the Cyprus Registrar of Companies. The name should be distinctive and not too general. Our firm maintains a list of pre-approved names for your convenience.
Before Cyprus company registration, an application for approval of the name of the Cyprus company should be submitted to the Cyprus Registrar of Companies. As a choice, our firm maintains a list of already approved names. Choosing one of the names on the list can reduce the time to set up a Company in Cyprus.
The general principle of the name should be such that a similar name does not exist; the name is not too general and should not contain words like “Cyprus bank, European, Trustee, Cyprus, trust, Cyprus company, Cyprus fund, International, etc. as it will require justification. Once the name of the Cyprus company has been approved, Cyprus allows reserving the name for a period of six months.
2. Legal Documentation: Prepare legal documents, including the memorandum and articles of association, which should specify details such as share capital, shareholders, and directors.
Preparation of legal documents including the Cyprus company memorandum and articles of association in the Greek language. For the preparation of relevant documents and Cyprus company’s memorandum and articles of association, the following must be provided:
- The Cyprus company shares capital. To register a Cyprus company there is no minimum or maximum capital requirement. We recommend that the minimum share capital of a Cyprus company is €1.000.
- Cyprus company shareholders and the portion of shares to be held by each shareholder. Each Cyprus-registered company must have as a minimum one shareholder holding 100% of the Cyprus company shares. If the shareholders are more than one, the portion of each shareholder should be provided.
- Directors. Each Cyprus-registered company must have at least one director. As all decisions should be made in Cyprus it is recommended that the majority of the Directors reside in Cyprus.
3. Statutory Declaration: A statutory declaration by a lawyer is required for registration. It is prepared, signed, and sworn before the court.
4. Submission to Registrar: Submit all legal documents, including the Cyprus company memorandum and articles of association, to the Cyprus Registrar of Companies.
To register a company in Cyprus, relevant completed forms together with the Cyprus company memorandum and articles association and lawyers’ statutory declaration are submitted to the Cyprus Registrar of Companies.
A certified translation of the memorandum and articles of association in a language other than Greek, either by an affidavit or by a sworn translator of the Republic of Cyprus, is necessary in case there is a need to create a file of translations for obtaining certified copies of the memorandum and articles of association in a foreign language.
5. Publication and Certification: The Registrar will publish the company’s registration in the Official Gazette of Cyprus and issue a certificate of incorporation.
Cyprus company Certificates can be obtained after Cyprus company registration
The following certificates/certified copies of the Cyprus company are available and can be obtained upon application:
- Cyprus Company Certificate of Shareholders
- Cyprus Company Certificate of Directors and Secretary
- Cyprus Company Certificate of the Registered Office Address
- Cyprus company certified copy of the Memorandum and Articles of Association
- Cyprus company certified copy of the Certificate of Incorporation
6. Registration of Ultimate Beneficial Owner (UBO register in Cyprus) of the Ultimate Beneficial Owners Register after Cyprus company registration
Upon completion of the Cyprus company registration, the Ultimate Beneficial Owners must be registered in the Register of Ultimate Beneficial Owners (UBO register in Cyprus) kept by the Registrar of Companies of Cyprus.
Registration can be achieved by first registering the Cyprus company with the Cyprus Government Portal (Ariadni). The registration and authentication are executed in person by the company’s officials, stating the company’s corporate email. If the identification of the owners of the company can lead to any negative consequences, it is necessary to preserve the anonymity of the data.
An application for registration must be submitted within 30 days from the date of Cyprus company incorporation.
7. Cyprus Company’s Seal and Stamp
Upon completion of the Cyprus Company registration, arrangements for Cyprus Company’s Seal and Stamp should be made.
8. Cyprus company registration with the Cyprus Tax Department and obtaining a tax identification number
Once the Cyprus company registration has been completed, the Cyprus company is obliged, within sixty (60) days from the date of its incorporation, to apply for Taxpayer’s registration with the Tax Department and to obtain a tax identification number.
For a Cyprus company to obtain a tax identification number, the TD 2001 form must be submitted electronically and signed by one of the directors. TD 2001 form should also include an e-mail address. We recommend that the service provider’s email be used so that he can follow up on the application. TD 2001 form should be accompanied by the following:
- Certificate of Directors and Secretary of the Cyprus Company
- Certificate of Registration of the Cyprus company
- Identity Card / Passport of the Director signing the application
The Cyprus company is then registered to have a tax identification number (TIC). The tax department of Cyprus replies with an email providing a Cyprus company tax certificate together with a unique identifier number for subsequent online registration to the taxisnet (Tax Department portal).
9. Cyprus company registration with VAT Service and obtaining a VAT number
An individual or legal person residing or is registered in Cyprus, that has made taxable supplies of goods and services within the last twelve (12) consecutive months or will be making such taxable supplies of goods and services over the amount of €15.600 in the next thirty (30) days, is required to register to obtain a VAT number and submit VAT tax returns.
To obtain a VAT number, TD 1101 form must be submitted together with a questionnaire. The application should be submitted both electrically and in its original form. The Cyprus Company VAT Certificate is issued and mailed within one month from the date of application. Once the Cyprus Company VAT Certificate has been received and the Cyprus Company VAT registration Certificate date is known the Cyprus Company applies for registration to the taxisnet (Tax Department portal). Alternatively, the Cyprus Company VAT registration Certificate date can be obtained earlier by contacting the Cyprus VAT department.
Once the Cyprus Company VAT registration Certificate date is known the Cyprus Company applies to obtain access to the Cyprus Tax department portal (taxisnet) for online submission of VAT returns.
10. Cyprus company registration as an Employer
If the Cyprus company is to become an employer, every employer is required to register with the ` Social Insurance Services by submitting the relevant application form.
Time required to register a Cyprus company and other initial formalities
It will take approximately one and two weeks to register a company in Cyprus.
It will take approximately another one or two weeks for the Cyprus company’s seal and stamp arrangements, to register Ultimate Beneficial Owners with the Cyprus Registrar of Companies (UBO register in Cyprus), and register the Cyprus company to the Cyprus Tax department and obtain relevant tax identification numbers.
Receive a quotation to register a Cyprus company
To register a company in Cyprus or to receive a quotation for the formation of a company in Cyprus please download and complete the ” Cyprus company formation form” by clicking on the link below and send by email to [email protected]
Before registering a company in Cyprus consider possible hidden costs and questions to be asked
Before registering a company in Cyprus, there may be costs that may not be known and may be taken into account in advance. Some of these are:
- Cyprus Company formation cost may not include the cost of opening a bank account in Cyprus or the cost to register a Cyprus company with the Cyprus Tax Department for obtaining a Cyprus tax identification number and a Cyprus VAT number if applicable.
- Cyprus company’s overall audit fee may not include the preparation of financial statements, full Cyprus tax compliance with the Cyprus Tax Department, and annual Cyprus company return submitted to the Cyprus Registrar of Companies.
- Before registering a Cyprus company, the concept of accounting services has been clarified and the concept of proper bookkeeping in an appropriate computerized accounting system has been confirmed, the concept of matching banking transactions with the required supporting documents (i.e. invoices, receipts, contracts, etc.) has been clarified and the nature of transactions have been verified for the proper keeping of books.
- Cyprus company formation may not include the cost to set up a payroll system for employees in case a Cyprus company acts as an employer. The setup of the payroll system may include:
- Company/employer’s registration in Social Insurance Services
- Application for exemption of the Cyprus company/employer from the Social Insurance Leave Fund (Recommended)
- Cyprus company/employer registration in the electronic social insurance payment system
- Registration of the Cyprus company/employer in the electronic system ERGANI for online declaration, termination of employees, etc.
- Opening of the Cyprus company in a payroll system and initial customization of payroll software regarding employees’ working days, working hours per day, leave granted, salaries agreed, deductions, etc
- Provisional taxation assessment of the Cyprus company and payment of corporation tax may not be included in the cost of maintenance of a Cyprus company. According to Cyprus tax legislation, if a Cyprus Company generates taxable income, during the year an assessment of yearly corporation tax should be made and paid temporarily in two installments, on July 1st and December 31st respectively.
- Additional obligations in case a Cyprus company acts as an employer may not be included in the cost of maintaining a company in Cyprus:
- Monthly preparation of payroll statements, salary and contribution statements, and preparation of monthly remuneration payslips
- Monthly preparation of a statement of withholding tax for employees, electronic submission through the Cyprus Tax Department portal, and issuance of income tax payment reference number for online payment
- Monthly payment of employees’ deductions and contributions to the Social Insurance Services
- Submission of employer’s annual return after the year-end.
Before registering a company in Cyprus other important hidden considerations
Before registering a Cyprus company, there might be hidden considerations that should be taken into account. For example, It is important to review and assess the strategic objectives and operating requirements of the Cyprus company as they may be affected by specific laws and regulations. Some important hidden considerations may be:
- Before registering a Cyprus company, consider possible taxation risks that a Cyprus company may come across in the future. The activities of the Cyprus Company in terms of complexity and know-how required may not be clarified from the beginning. Additional costs that may arise in the future in dealing with complex technical matters may be:
- Cyprus taxation system, Cyprus company tax resident status, and if the management and control of the activities of the Cyprus company are carried out in Cyprus
- Cyprus double tax treaties EU parent/subsidiary directives and EU interest and royalties directives that may apply to the Cyprus company
- Cyprus VAT law and practices in regard to EU intra-community transactions, and the obligation to register and submit VIES returns
- Common reporting standards (CRS) and reporting requirements for example in case the Cyprus company generates passive income or will generate passive income in the future
- Anti-money laundering (AML) law compliance to uncover efforts to disguise illicit funds as legitimate income
- The DAC 6 Mandatory automatic exchange of information on declarable cross-border arrangements within the EU
- The forthcoming Third Anti-Tax Avoidance Directive (ATAD 3) to prevent the misuse of shell entities for tax purposes. The forthcoming Third Anti-Tax Avoidance Directive (ATAD 3) requires entities to have specific requirements in regard to substance
- Before registering a company in Cyprus, consider the Cyprus company’s future income and expenditure, including the structuring of intra-group financing arrangements, interest, and dividend streams.
- Before registering a company in Cyprus, plan ahead in terms of future taxation obligations including VAT possible issues and obligations
- Before to register a company in Cyprus, plan ahead in terms of regulatory compliance like AML requirements and procedures
- Before to register a company in Cyprus, plan ahead in terms of physical presence and substance requirements
- Before to register a company in Cyprus, think of staff requirements and payroll obligations
- Before registering a company in Cyprus, consider the assistance in opening a bank account in Cyprus and guidance in regards to bank requirements for the opening of a Cyprus bank account. Some of the considerations that may need to be taken into account in opening a bank account in Cyprus may be:
- Responsibility for clarification issues in regard to the sources of incoming funds.
- Liaising and ensuring proper and efficient work performed on possible changes in the bank’s regulatory environment or any possible future changes in regard to access to the Cyprus bank account.
- Ensure proper business relationships with banks. From time to time European banks request an update of bank account documentation for Anti-money laundering purposes which is usually performed between 1 and 3 years depending on the Company’s risks involved. Documentation may include renewed passports / IDs for shareholders and directors, changes in the company’s activities, information on possible changes in the structure of the group, etc.
- Before registering a company in Cyprus, consider assistance in setting up a Cyprus fully-fledged office for the needs of the Cyprus company.
- Before registering a company in Cyprus to set up a company in Cyprus, consider assistance in drafting Cyprus company contracts, agreements including shareholders agreements if required, preparation of employment contracts, etc.
Maintaining a company in Cyprus, Cyprus company reporting, other obligations, and relevant time frames
Before registering a Cyprus company, maintenance costs, reporting obligations, and relevant time frames should be considered.
A Cyprus company has the following recurring reporting and other obligations along with relevant time frames:
- Cyprus company financial statements preparation including a report of an independent auditor – after the end of each year
- Cyprus company annual tax return (TD 4) – after the end of each year
- Cyprus company’s annual return is submitted to the Cyprus Registrar of Companies together with a copy of the company’s financial statements – after the end of each year
- Cyprus Company’s annual levy of 350 Euros is payable to the Cyprus Registrar of Companies – by the 30th of June of each year
- For profitable Cyprus companies, provisional taxation assessments – by 31 July and 31 December of each current year respectively
- Preparation and submission of VAT returns – after the end of each quarter
- For Cyprus companies providing taxable supplies to EU countries, preparation and submission of a VIES return – after the end of each month
- For Cyprus companies acting as employers:
- Preparation of statement of withholding tax of employees, electronic submission to the electronic portal of the Cyprus Tax Department, and issuance of income tax payment reference number for online bank payment – after the end of each month
- Payment of social insurance deductions and contributions to the Cyprus social insurance services – after the end of each month
- Submission of Employer’s Tax return and declaration of employees’ personal data, domestic – foreign income, cut-offs, deductions, life insurance, salary tax cuts, GHS cuts, benefits in kind calculated on possible Cyprus company’s Directors/ Shareholders debit balances, employment, termination dates, etc – end of each year
- For Cyprus companies acting as tenants of rented property owned by individuals –
- Tax portal monthly payments for payment of special contributions for defense and general health system withheld on monthly rentals – after the end of each month
- Submission of Rent’s return (T.D./I.R.614) for payment of special contribution for defense and general health system withheld from monthly rentals – after the end of each current year semester
- For Cyprus companies receiving interest that is of a non-trading nature –
- Tax portal six-month payments for payment of special contribution for defense on interest received – after the end of each semester
- Submission of Return for special defense contribution withheld from interest received (T.D.602) – after the end of each semester
- For Cyprus companies paying dividends to its shareholders –
- Submission of Return for special defense contribution withheld from dividends (T.D.603) – the month following dividend payment.
To view the full tax calendar in regard to Cyprus company obligations and deadlines please click here
Cyprus company’s important taxation features
- Cyprus tax rate on profit from operating activities including interest income from operating activities is subject to 12.5%. Subsequent dividends paid to non-resident shareholders are free from any further Cyprus taxes subject to conditions and there is no time limit on withholding profits.
- Dividend income (subject to conditions) and the sale of qualifying titles, shares, and securities including a significant number of financial instruments are not subject to taxation in Cyprus.
- No Cyprus capital gains tax or income tax on the disposal of shares of a private limited liability company.
- Access to European directives like the EU parent / Subsidiary directive and interest and royalties directives. EU parent-subsidiary Directive is apparently widely used within the EU (according to the provisions of the Directive, any payment of the dividend from one member state to another is free of withholding tax provided the required conditions are satisfied under the local legislation of the member state. For a Cyprus Company, there is no minimum holding period and no particular percentage interest of participation conditions.
- Cyprus has an extensive network of double-tax treaties.
- Intellectual property regime with a tax of less than 3%
- Cyprus companies originally financed by their own funds/equity have the possibility to obtain a notional Interest deduction (NID). This means a reduction of the overall effective tax rate depending on the level of Cyprus Company’s capitalization. There is no inheritance tax in Cyprus
Cyprus company’s other important taxation features and Cyprus company’s important taxation features are explained in detail.
- Taxability of a Cyprus company
If it is also a Cyprus tax resident company, it is subject to income tax on its worldwide income. Non-tax-resident companies are subject to income tax only on profits derived in Cyprus. Cyprus tax resident companies are those companies whose management and control are exercised from Cyprus and/or have a permanent establishment in Cyprus.
- Trading profits
A Cyprus Company if it is a Cyprus tax resident company pays taxes on its net taxable profits. These are determined by pooling its worldwide income and deducting allowable/deductible expenses, charges, and capital allowances. Cyprus nontax-resident companies pay taxes on their Cyprus-sourced income only.
For allowable/deductible expenses, as a general rule, expenses related to the production of income are considered allowable/deductible expenses for the purpose of determining the net taxable profits of the company.
Examples of allowable/deductible expenses
- Accounting and audit fees
- Interest expenses, exchange losses,
- Rent payable
- Entertainment/transportation costs
- Travel abroad
- Wages and salaries including directors’
- Related supplies
- Depreciation of equipment (Computers, etc.)
Cyprus gains in respect of the sale of immovable property situated in Cyprus (including shares of a company whose assets include such immovable property) are subject to Cyprus Capital Gains Tax. Both residents and non-residents are subject to Cyprus capital gains tax if they own immovable property in Cyprus. The applicable Cyprus tax rate is 20%. No tax is levied in respect of immovable property situated abroad. No tax is levied on Cyprus capital gains in respect of profits on disposal of shares of companies (other than the ones that own immovable property).
- Sales tax / Cyprus VAT
Cyprus VAT is generally imposed on taxable supplies of goods and services at the standard rate of 19%. Certain supplies of goods and services are charged at the reduced rates of 5% – 9%; others are zero-rated, notably ship management services. Some supplies of goods and services are exempt from Cyprus VAT: specifically, financial services, health and welfare, insurance, and education. The annual Cyprus VAT registration threshold is EUR 15,600. Cyprus has adopted the provisions of the EU Directive 2008/8/EC effective from 1 January 2010. Exports of goods or provision of services to non-EU or to EU VAT-registered persons are subject to 0%.
Trading losses of a Cyprus company may be carried forward for a period of up to five years. Losses from overseas activities can be set off against chargeable income for the year and can be carried forward subject to the five-year limit.
- Companies Restructuring
The companies’ restructuring legislation is in line with the EU Merger Directive extending to companies in non-EU countries.
- Related party transactions
Transactions between related parties do not need to be adjusted for tax purposes as long as they are on ‘an arm’s length basis. Cyprus introduced a circular on Cyprus Companies’ intra-group financing transactions that follow the OECD Transfer Pricing (TP) Guidelines. The circular gives two approaches to determining the adequacy of interest rate profit margins on Cyprus Companies’ intra-group financing transactions.
- In the Simplified approach, provided Cyprus substance requirements are met, a Cyprus financing company may be assumed to comply with the Cyprus Intra-group financing transactions circular if it receives a minimum percentage of return of 2% after tax (pre-tax 2.29%).
- Transfer pricing analysis approach. Transfer pricing analysis should be prepared by a transfer pricing expert
- Capital allowances in Cyprus
Annual wear and tear allowances in Cyprus are allowed on various assets including plant and machinery; fixtures and fittings; commercial vehicles; hotels; commercial buildings; industrial buildings; computer hardware and software; and loose tools. Allowances range from 3% to 33% per annum. No capital allowances are given for saloon cars.
- Depreciation in Cyprus
Depreciation included in the financial statements of Cyprus companies is disallowed for tax purposes, as capital allowances are given instead. For accounting purposes, depreciation rates applied are those which write off the assets over their useful life.
- Cyprus’ double tax treaties
Cyprus has an extensive network of double tax treaties. A summary of the applicable withholding tax rates for the income between countries having a double taxation treaty with Cyprus can be found by clicking here
- Cyprus tax department written statements (Cyprus tax rulings)
The Cyprus tax department is issuing a significant number of written statements (Cyprus tax rulings) for taxpayers and hence for international Cyprus companies by providing them certainty regarding the tax treatment of their affairs.
Cyprus important specific features
- Cyprus company registration is achievable without the need for a presence in Cyprus.
- For Cyprus company registration there are no share-capital deposit requirements.
- For opening a bank account in Cyprus, the physical presence of the customer is not a requirement. This is particularly important, as it saves valuable time, unnecessary expense, inconvenience, and travel to Cyprus.
- Ability to open a corporate and personal bank account in Cyprus and withdraw money from any country in the world. The running costs of the Cyprus company can be paid by bank card from any country in the world, for example, travel expenses, etc.
- For companies registered as limited liability companies, liability does not pass on to the shareholders.
- A Cyprus limited liability company offers asset protection.
- The Cyprus International Trust regime enables settlors and beneficiaries to enjoy the highest possible degree of protection internationally. Matters arising relating to the validity or administration of a Cyprus international trust are determined by the laws of Cyprus, without the necessity to refer to any other jurisdiction. Dispositions to a trust may not be challenged on the grounds that they are inconsistent with the laws of another jurisdiction. The law allows the settlor of a trust to preserve the powers of the trust, retain a beneficial interest, act as a protector, revoke, vary, or amend the terms of the trust, and generally give binding directions to the trustee. Another important aspect is that the trust “shall not be void or voidable in the event of the Settlor’s bankruptcy or liquidation or in any action or proceedings against the settlor.
- Cyprus laws on cross-border mergers combined with the company’s transfer of the seat (foreign companies that re-domicile their registered office in Cyprus) proved favourable for restructuring purposes.
Cyprus important general features
- Cyprus is not an offshore jurisdiction. Cyprus is a member of the EU with a transparent legal framework and tax system fully compatible with the EU directives
- Free movement of capital between Cyprus and the rest of the countries of the world
- Flexible and workable Corporate and Trust laws based on the UK legal system
- Cyprus business Language is English
- Residence permits, visas, and work permits for staff, executives, and key personnel are available in Cyprus
- Educated skill force for employment
- High-quality Professional Services. Cyprus lawyers and accountants are mostly UK-standard educated. Cyprus lawyers and accountants are members of self-registered bodies governed by ethical codes of UK or International organizations i.e. UK ACCA, UK ACA, etc
- Cyprus living is of a high standard
- Cyprus’ climate is Mediterranean with hot summers and mild relatively rainy winters. In Cyprus, there are from 300 to 340 sunny days a year
- Cyprus luxury marinas offer a unique lifestyle in Cyprus. Exclusive waterfront developments with exclusive restaurants and shops offer a lifestyle uniquely shaped for those who want to live on the sea.
How Can We Help
Please contact us to share any questions you have about the above topic
Tel. +357 22 340000
Email: [email protected]
The authors expressly disclaim all and any liability and responsibility to any person, entity, or corporation who acts or fails to act as a consequence of any reliance upon the whole or any part of the contents of this publication.
Accordingly, no person, entity, or corporation should act or rely upon any matter or information as contained or implied within this publication without first obtaining advice from an appropriately qualified professional person or firm of advisors, and ensuring that such advice specifically relates to their particular circumstances.