A Guidance for Incorporating a Cyprus Company
A Guidance for incorporating a Cyprus company
Corporate taxes are levied at a rate of 12.5%. Various deductions apply including interest, cost of buying other companies, and employer’s cost to social security.
There are five different types of companies with which you can incorporate, depending on business activities and the type of business you would like your Cyprus company to have. Each type of company has special features and characteristics.
5 types of Cyprus Companies :
- Private limited liability company by shares
- Public limited liability company by shares
- Limited liability company by guarantee without share capital
- Limited liability company by guarantee with a share capital
- Variable capital investment company
1.
Private limited liability company by shares
Such a company has a share capital, and the liability of its members is limited by its memorandum of association to any unpaid amount, for the shares they hold.
A private limited liability company by shares must have at least one (1) shareholder but no more than fifty (50), exclusive of any persons who are or have formerly been in the employment of the company and are or still continue to be members of the company.
A private limited liability company cannot offer its shares for subscription to the public. This is the most common type of a company.
2.
Public limited liability company by shares
This company has a share capital and the liability of its members is limited by its memorandum of association, to any unpaid amount, for the shares they hold respectively.
A public limited liability company may invite the public to subscribe for its shares and may be listed on the stock exchange. The number of members of a public company must be at least seven (7).
The minimum authorised and issued capital of a public company, which is offered for subscription, must be twenty-five thousand, six hundred and twenty-nine euros (€25.629).
3.
Limited liability company by guarantee without share capital
This type of company does not have a share capital and its members act as guarantors rather than shareholders. The liability of its members is limited by its memorandum of association, up to the amount that the members have undertaken to contribute respectively to the assets of the company in case of dissolution.
4.Limited liability company by guarantee with a share capital
This company has a share capital and the liability of its members is limited by its memorandum of association, on the one hand, up to any unpaid amount for the shares they hold, and on the other, up to the amount that its members have respectively undertaken to contribute to the assets of the company in case of dissolution. This type of company can be either private or public company. If it is a public company it can invite the public to subscribe for its shares.
5.
Variable capital investment company
This company is a limited liability company by shares. The main characteristic of this type is that, according to its memorandum of association and the rules governing its operation, its shares do not have a nominal value but rather a variable value. The aforementioned company can be incorporated after it receives a relevant license from the Cyprus Securities and Exchange Commission (CySec) to operate as Collective Investment Funds (CIF).
A variable capital investment company (VCIC) can take the form of either a private or a public company, depending on the type of the collective investment fund (CIF) that such variable investment company will take (UCITS, AIF, AIFLNP, RAIF). The number of members of a private company can range from one (1) to fifty (50) members while the number of members of a public company must be at least one (1).
The initial minimum share capital will depend on the type of the VCIC, as follows:
Type of Variable Capital Investment Company (VCIC) Minimum initial capital
Undertaking for Collective Investment in Transferable Securities (UCITS)
(a) Internally managed VCIC –
€300.000 for each investment segment.
(b) Externally managed VCIC –
€200.000 for each investment segment.
Alternative Investment Fund (“AIF”)
Internally managed (VCIC) –
€125.000 for each investment segment.
Alternative Investment Fund with Limited Number of Persons (“AIFLNP”)
Internally managed VCIC –
€50.000 for each investment segment
Registered Alternative Investment Funds (RAIF)
No minimum initial capital is required.
Documents Needed for the Incorporation Process
Both local and foreign investors who want to open companies in Cyprus should prepare the documents and submit the following information to the Trade Register:
Chosen name for the Cyprus Company
HE1 Form stamped at the Court
HE2 form – declaration of Registered address
HE3 Form – declaration of Director and Secretary
M&A signed by Shareholders and Lawyers
This article should not be construed as legal advice and is not intended to be relied upon in relation to any tax or legal advice. The information we provide does not address your particular requirements and is for informational purposes only. It does not constitute any form of legal advice and should not be relied on or treated as a substitute for specific advice relevant to particular circumstances and is not intended to be relied upon by you in making any decisions that may arise from reliance on materials contained on our website.
