Incorporation procedure

A company limited by shares is incorporated under the Cyprus Companies Law, Chap. 113, which is based on the 1948 British Companies Act.

The procedure to incorporate a Cyprus Company is very easy especially with the recent establishment of a new online incorporation system whereby a company can be incorporated in 3 days.

Name Approval

The name of the Company must be approved by the Registrar of Companies. The word Limited must be inserted after the name of the Company (Limited or Ltd).

The approval of the name will require 2 working days average, and we always advise to our clients about their choices as not all the names are valid.Names which have already been approved by the Registrar of Companies or are descriptive in general, or geographical locations, considered misleading or are associated to royalty such as “Royal, King, Queen, Crown or including the following words: Imperial, National, Commonwealth, Cooperative  will not be accepted by the Registrar of Companies.

Dedalos Enterprises Ltd always has available name that we can provide to our client what will make the process of incorporation faster.

Memorandum of Association and Articles of Association

The Memorandum of Association and the Articles of Association must be drawn and signed by a local lawyer and is divided into two parts.

The Memorandum includes the objects and the powers of the Company, the limited liability of members and the share capital. The Memorandum of Association must also include the following:

  • The name of the Company
  • The registered address of the Company which must be in Cyprus
  • The share capital
  • The names, addresses and description of the Shareholders together with the number of shares held by each one of them.

When it is necessary for the shareholder to remain anonymous, then another person, natural or legal, may be registered as a shareholder provided that he/she gives to the beneficial owner a declaration of trust which must be accompanied by a blank document for a transfer of shares.

The Articles of Association which include the regulations for the internal administration of the company and the rights of the shareholders. The Articles of Association must also prescribe rules on the following:

  • The general meetings of the Company
  • The voting rights of the members/shareholders
  • The appointment, powers and competencies of the Directors
  • The dividends

The Memorandum of Association together with the Articles of Association and all documents appointing the Directors, the Secretary and the Registered Office of the Company must be submitted to the Registrar of Companies who then proceeds with the registration of the Company.

Share capital

The share capital is expressed in euro (€) and is divided into shares of any value (usually €1). The authorised capital is the total capital which the Company may issue to the shareholders.

The Issued Capital is the part of theAuthorised Capital issued to the shareholders.

There are no minimum legal requirements in respect to thenamount specified as Authorised or Issued Share Capital.

It is nonetheless recommended that the minimum Authorised share capital is €1,000 which is then issued in full.

The Authorised and Issued share capital may be increased at any time with a special resolution of the shareholders of the company.

Shareholders

Every Private Company of limited liability with shares must restrict the number of its shareholders to a maximum of fifty (50) and a minimum of one (1) shareholder. For the registration of the Company each shareholder must provide the following particulars:

  • Full Name
  • Nationality
  • Address
  • Profession
  • Number of shares held by him/her
  • Copy of the passport or identity card
  • Proof of Address

All shares are of nominal value and in the case of a private company it is prohibited to issue share warrants to the bearer. However, the owners who do not wish to appear as registered shareholders may appoint proxies who shall be acting on their behalf as registered shareholders.

The actual ownership shall always remain with the beneficial owners of the shares. The proxies of the shares may be Cypriots or aliens. The practice which is being followed is to appoint a company which will undertake the establishment of the Company in order to appoint the proxies from its members or through the company which is controlled by it.

Directors

The Law does not provide for any special requirements according to which the Private Company shall have more than one Directors or that the Company must have local Directors. However, for a company to be considered as a tax resident of Cyprus (securing the address and the control of the company for tax purposes in Cyprus and for the smooth operation of the company in Cyprus), it is proposed that local Directors or alternate Directors are appointed. The services of the Director are provided by the company which undertakes the formation of the private company.

The Secretary

The Company must have a secretary. The Secretary acts under the control and the instructions of the Directors, keeps under his/her control all legal documents of the company and carries out administrative duties which are not of executive nature. For practical reasons, but also for compliance with the legal procedures, a member of the company is usually appointed as secretary or the company which undertakes the incorporation of the private company in Cyprus. It is also possible for one person to act as both the Director and the Secretary for the same company.

Registered Office

Every Company must have a Registered Office which shall be its official address in Cyprus. The registration certificate must be posted in a prominent position in the premises and the legal books of the company must be kept there. For practical reasons the Company which is assigned to establish the private Company may act as the Registered Office of the private Company.

Shelf companies

Alternatively In cases where companies are required in the same day then we can provide already-registered companies, often referred to as shelf companies. The company can even have a VAT registration number and a bank account so you can start working in a very short time.

The director(s), secretary and shareholders will be provided by our firm and can be changed at a later stage. Please note however that typically Shelf companies carry additional costs.

We guarantee that the Shelf Companies provided by us are totally updated and we offer a valuable opportunity for investors who wishes to carry out activities same day.

If you require further information, please consult DEDALOS ENTERPRISES (CYPRUS).