Our Group provides legal services in cooperation with Cypriot Lawyers and Accountants for the formation of companies in the Republic of Cyprus.
Overview
A private company with limited liability by shares is the most used type by overseas investors in Cyprus. Its main characteristics are the following:
a) The liability of the members of a private company limited by shares is limited to the nominal value of the shares they have subscribed to
b) A private company is a company whose articles of association restrict the right to transfer the company’s shares and limit the number of its members to 50 (fifty)
c) The company’s articles of association do not allow an invitation to the public to subscribe to any shares or debentures of the company
Registration requirements:
Name of the company
The client has the opportunity to suggest two or three alternative names, which will then be submitted to the Registrar of Companies for approval
Memorandum and Articles of Association
The company’s memorandum and articles of association are the constitutional charter of the company and are drafted by a local advocate in Greek and are translated in English
The Memorandum of Association includes the objects and powers of the company particularly as regards its dealings with the outside world, its limited liability status, and the company’s authorized capital.
The Articles of Association comprise the regulations under which the company operates as a legal entity and regulates the rights of the shareholders.
The Memorandum and Articles of Association together with the other prescribed documents which are drafted and prepared by the advocate who undertakes the formation of the Company, are filed with the Registrar of Companies.
Main Activities of the company
The main activities of the company must be provided so that the Memorandum and Articles of Association can be drawn up for submission. The objects of the company can be of any nature but must always comply with the Law/.
Share Capital
It is recommended that the authorized and issued share capital of a newly formed company is at least 10,000 shares comprising 1 euro each. (No payment needs to be made for the shares)
The Companies Law, Cap 113 contains provisions for the increase of a company’s authorized and paid up capital by a resolution of the shareholders of the company. Such resolutions shall be adopted based upon the provisions which are contained in the company’s Articles of Association.
Shareholders
Every company should have at least one shareholder. Any registered shareholder of a company may hold the shares on trust for another person
Bank Reference
A bank reference is required for each beneficial owner/shareholder/director.
Directors
The following particulars must be submitted to the Registrar of Companies for every director: full name, full postal address, nationality, profession, curriculum vitae, and certified copy of passport.
Secretary
Company Law requires that every company has a company secretary.
Registered office address
Another legal requirement is that a company has a registered office, without implying that this entails the opening of an administrative office. The registered office is the address where writs, notices, and other official documents can be served on the company.
Auditors
Each company must appoint auditors who are authorized to practice the profession under the Laws of the Republic of Cyprus.