apollo

Cyprus Companies

Private Limited Liability Companies

  • Distinct legal entity with a separate personality from its owners. It can sue and be sued in its own right
  • The liability of owners is limited to the amount of capital they have subscribed for
  • There can be a minimum 1 director, 1 shareholder and a company secretary. It is possible under CAP 113 that the same person, legal or natural, be appointed 

Business Branches

  • No distinct legal personality. Liability remains with the foreign entity
  • For accounting purposes Business Branches are being treated as a separate entities and must account for the profits on a similar basis as limited liability companies

General / Limited Partnership

  • In General Partnerships liability remains with the owners/partners and is unlimited
  • Limited Partnerships tend to limit the liability of certain partners
  • The partners can be legal entities
  • Relationships between partners and management of partnership is regulated by the partnership agreement or if no agreement, then it is regulated by the Law

Key Features

General
Type of entity: Private LLC
Type of law: Common
Shelf company availability: Yes
Our time to establish a new company: 1-2 weeks (depending on registrar of companies)
Fixed annual levy: 350 EURO
Corporate taxation: 12,5%
Double taxation treaty access: Yes
Share capital or equivalent
Standard currency: EURO
Permitted currencies: Any
Minimum required: no minimum legal requirements
Minimum recommended: 1000 EUR
Directors
Minimum number: 1
Local required: No, but advisable for purposes of tax residency
Publicly accessible records: Yes
Location of meetings: Anywhere, but Cyprus is advisable for the purposes of tax residency
Shareholders
Minimum number: One
Maximum number: 50
Publicly accessible records: Yes
Location of meetings: Anywhere
Company Secretary
Required: Yes
Local or qualified: No, but Cyprus is advisable for tax residency and compliance
Accounts
Requirement to prepare: Yes
Local Auditor: Yes
Requirement to file accounts: Yes
Publicly accessible accounts: No
Other
Requirement to file annual return: Yes
Change of domicile permitted: Yes

Step 1 – Approve the name

The first step towards establishing an Offshore Company is the approval of the Company name by the Registrar of Companies. Please provide us with more than one name in order of preference.

Company names are subject to the following requirements:

  • Names may be expressed in any language that uses the Latin or Greek alphabet if the Registrar is in receipt of a Greek or English translation and the name is not deemed undesirable.
  • Any name that is identical or similar to an existing company name is not acceptable.
  • Any name that implies illegal activity or implies royal or government patronage is not permitted.
  • The following words or their derivatives are restricted: Asset Management, Asset Manager, Assurance, Bank, Banking, Broker, Brokerage, Capital, Credit, Currency, Custodian, Custody, Dealer, Dealing, Deposit, Derivative, Exchange, Fiduciary, Finance, Financial, Fund, Future, Insurance, Lending, Loan, Lender, Option, Pension, Portfolio, Reserves, Savings, Security, Stock, Trust or Trustees. If the word “Group” is to be used in the company name the minimum number of corporate shareholders is two.
  • The following names or their derivatives and foreign language equivalents require consent or a license: Bank, Trust, Building Society, Insurance, Assurance, Reinsurance.
  • The suffix Limited or Ltd. denoting limited liability must be included.

Step 2 – State corporate features of your future company

You can either fill in the Instruction form or simply send us the following information which is required for registration of a Private Limited Liability Company in Cyprus:

Principal activities in which the company may engage

Please state the principal activities of your future company.

Authorised share capital

There are no legal requirements as to the minimum or maximum share capital of a Cyprus private limited liability company. However, for practical purposes, it is recommended that the authorised share capital would be at least of € 1000 divided into 1000 shares of €1.00 each.

Shareholders

A minimum of one shareholder is required, corporate or a physical person. The maximum number of shareholders of a Private LLC is fifteen. No bearer shares can be issued under Cyprus Law.

If confidentiality is considered necessary, the shares may be held by us, in trust for the beneficial owners.

Apollo will provide the beneficial owners with a properly created Trust Document accompanied by the Share Certificate. The public records kept by the Department of the Registrar and Official Receiver show only the names of the registered owners.

Directors

A minimum of ONE director is required. It can be a corporate or a physical person. It can be a non-resident BUT……for the company to qualify as a Cyprus tax resident the management and control must be in Cyprus, THEREFORE, if the director is or the Majority of Directors are Permanent Residents, then this forms strong evidence to assume that the management and control is taking place in Cyprus and therefore the Company qualifies as Cyprus Tax Resident. In order to increase the confidentiality you may opt for Apollo nominee director’s services.

Secretary

The Secretary is responsible for ensuring that the company complies with Company Law requirements. For this purpose it is useful and more practical to appoint a permanent resident well aware of the provisions of CAP 113 to ensure compliance of the statutory obligations of the company.

Once the details of your future company are received we send you an invoice with our banking coordinates, for settlement of our fees by Swift wire bank transfer, or by Credit Card.

Step 3 – We register your company with the features of your choice

Submission of all incorporation documents to the Office of the Registrar of Companies and Official Receiver including details of the directors, shareholders, registered office and company secretary.

Company comes into existence on the date the Registrar of Companies issues the certificate of incorporation.

First meeting of directors must be held to appoint the chairman of the board and adopt the seal and rubber stamp of the company.

Incorporation of a new company will take approximately 1-2 weeks. Time to notarise and Apostille all documents will take approximately 4-5 days. Delivery by DHL 2-3 days.

The documents which will be included in corporate set are as follows:

  • Affidavit and legal copies of:
    • Certificate of Incorporation in English
    • Certificate of Registered Office in English
    • Certificate of Directors and Secretary in English
    • Certificate of Shareholders in English
    • Memorandum and Articles of Association in English
    • Minutes of First Meeting
    • Appointment of the First Director
  • Certificate of Incorporation in Greek
  • Certificate of Incorporation in English, Apostilled
  • Certificate of Registered Office, Apostilled
  • Certificate of Directors and Secretary, Apostilled
  • Certificate of Shareholders, Apostilled
  • Memorandum and Articles of Association in Greek
  • Memorandum and Articles of Association in English
  • Share certificate(s)
  • Resolution of Subscriber
  • Minutes of First Meeting
  • Register of Directors and Officers
  • Register of Members
  • Power of Attorney for one year, Apostilled
  • Declaration of Trust
  • Resignation Letter by Director
  • Resignation Letter by Secretary
  • Instrument of Transfer of Shares
  • Two Nominee Agreements (one to be signed and returned)
  • Due diligence questionnaire (to be filled in signed and returned)
  • Company stamp

Once the documents are ready the order is dispatched to you immediately by any courier service.

Cyprus Company/Branch incorporation Package:

(prices are stated in EURO, VAT included)

Certificate of  Incorporation in English, apostilled

3000

Certificate Registered Office, apostilled

Certificate of  Directors and Secretary, apostilled

Certificate of Shareholders, apostilled

True copy certified by Registrar of Companies of Memorandum and Articles of Association in Greek

Translated True Copy of  Memorandum and Articles of Association in English

Bound Set of Corporate documents, apostilled

Power of Attorney for the Empowered person/Beneficial Owner(s)for one year, apostilled

Resolution of Director(s) for Power of Attorney

Minutes of first meeting

Resolution appointing the first Director(s)

Acceptance Letter by Director

Acceptance Letter by Secretary

Register of Directors and Secretary

Register of Shareholders

Share Certificate

Declaration of Trust

One round rubber company stamp

 

Mandatory Fees 1st year

Annual Levy for 1st year

500

Declaration of Employer IR7 for the first year

Annual Return HE32 for first year

Registration on new Taxpayers

 

Shelf company keeping

50

 

Consequent year

Annual Maintenance

2500

Nominee Director, including Apostilled Power of Attorney

Nominee Shareholder

Nominee Secretary

Registered Office

Annual Levy for current year

Declaration of Employer IR7 for the current year

Annual Return HE32 for current year

 

Provision of Nominee Director (extra one )

500

Provision of Nominee Shareholder (extra one )

500

Provision of Nominee Secretary (extra one)

500

 

Annual Accounts

Annual Accounts

From  100 per hour

Dormant Accounts preparation and filing

900

 

Additional Services

Name approval

80

Certificate of Directors and Secretary

300

Certificate of Shareholders

300

Certificate of Registered address

300

Certificate of Incorporation

300

Certificate of Incumbency

300

Certificate of Good Standing

300

Certificate of dissolution

300

Tax residency Certificate

350

Tax Clearance Certificate

400

Power of Attorney, including resolution

200

Power of Attorney, notarized only, including resolution

250

Change of Directors and Secretary including certificate

350

Change of Shareholders including certificate

350

Change of Registered address including certificate

350

Change of company Name, including Certificate

350

Increase of share capital, including Certificate of Share Capital and Certificate of Shareholders

500

Change of Beneficial Owner

200

Share Certificate

50

Struck Off

500

True copy certified by Registrar of Companies of Memorandum and Articles of Association

300

True Copy of document certified by Lawyer

50 each

Bound Set (affidavit only)

250

Notarisation

100

Apostille

150

Signing documents by nominee (up to 10 signatures per document)

50

Signing documents by nominee (for each signature past 10th)

15 each

Signing of Financial Statement by nominee (not our auditor)

200

Signing of forms for opening of bank account

200

Revision fee (simple document)

25

Revision fee (complicated documents and deals)

20 per hour

Restoration of director/ secretary / shareholders / registered address

350

Official Translation

85 per page

Drafting (simple document)

From 50 per page

Drafting (complicated documents) for the companies under our administration

300 per hour

Drafting (complicated documents) for the companies which are not under our administration

400 per hour

Change of Administration

1500

Revision Fee for transfer of any company from Apollo which would cover time spent on transfer procedure and revision of company files before the transfer

200

Company Search

From 250

VAT Registration

500

EORI Registration

500

VIES Registration

500

Courier (DHL) dependent of the weight of package and the distance minimum

From 100

Local courier, depends of the weight of package and the destination

From 30

 

*Please kindly be informed that apostille is not included in prices mentioned above.

**Please note that prices are reduced and are negotiable for professional clients seeking volume purchasing. Contact the Seychelles head office for further details.

Contact the Seychelles head office for further details.

Cyprus business FAQ

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  • Is there a minimum capital requirement and what is the minimum share capital?
    There is no minimum capital requirement. The minimum share capital of the company is 1,000 Cyprus pounds.  This money does not have to be paid in a bank account of the company. Also, in Cyprus no share capital amounts are blocked like in some other countries and in any case, if the fees that are paid for the registration and set-up of the company exceeds the share capital amount, this automatically means that the share capital has been paid.
  • Will Cypriots be allowed to participate in IBC’S?
    Up to 31/12/2002 participation of Cypriots who are permanent residents of Cyprus was not allowed. As from 01/01/03 the tax distinction between International Companies and Local Companies is abolished and the participation of Cypriots and non-Cypriots in the capital of the companies, registered in Cyprus as from that date, is allowed.
  • Can we open a bank account in Cyprus or abroad?
    A Cyprus company can open a bank account anywhere in the world.  We have links with a number of banks in the UK, Greece, Cyprus and elsewhere and can assist you with the opening and maintenance of bank accounts.
  • How can someone tell that the company is tax resident in Cyprus?
    To all of our clients we give a tax domicile certificate issued by the Cyprus Tax Authorities which certificate states that "the company is a Cypriot Company, resident in Cyprus, pays taxes in Cyprus on its worldwide income etc etc”.  This gives credibility to your company and no one can claim it is a “tax haven” company.
  • Can a Cyprus Company and its directors/staff obtain visa cards?
    Yes, one can obtain a Visa/Master/Electron Card etc., which will be directly connected to his/her account. Moreover, internet banking is also available.
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