The Department of the Registrar of Companies and Official Receiver is the responsible government body for the registration of companies in Cyprus. It is also responsible for keeping the Register of Companies, Partnerships, Business Names, Trade Marks, Patents and Industrial Designs and is also responsible for administering properties of insolvent legal and natural persons. The Department is finalising steps towards simplifying the procedures and updating its computerised system.
Steps of the process
1. Finding a Cyprus Lawyer or service provider
According to the Cyprus law, only lawyers licensed by the Cyprus Bar Association are allowed to prepare and sign the Memorandum, Articles of Association of the company and the HE1 form, which is available only in Greek.
2. Approval of Company Name
Companies should submit an application of approval of company name to the Registrar of Companies and Official Receiver. This can be undertaken either directly by the applicants themselves, or indirectly through a lawyer or service provider.
It should be noted however, that as a matter of good practice, legal advisors in Cyprus typically maintain a number of “shelf names”, that is to say, company names already approved by the Registrar. These are offered to clients for whom speed is of the essence and are indifferent to the actual name of the company. This means that the applicant can have an approved company name in virtually no time.
3. Collection of required information documentation - preparation and submission of necessary forms to the Registrar
The role of a lawyer or service provider in the preparation of the forms and the opening of a bank account, according to the information collected by the applicant, is necessary.
Documents required from the applicant
- A brief description of the main objects of the company, unless the standard Memorandum and Articles of Association are to be used.
- The amount of nominal share capital and how it is divided (minimum share capital of €25,629 for public companies).
- Names, addresses, passport details of the proposed directors and secretary of the company.
- The proposed registered address of the company.
- Certified copies of the passports of the ultimate beneficial owners of the company.
- Bank or other references on the good standing of the ultimate beneficial owners.
- The chain of ownership behind the Cyprus Company up to and including the ultimate beneficial owners.
- Any information according to the requirements of the “KYC”, in compliance with the Anti-Money Laundering Law and the CBA guidelines.
Forms required by the Registrar
- Declaration Form (known as HE1 form)
- Declaration Form concerning the registered office address (known as HE2 form)
- Form containing details on the Company Directors and Secretary (known as HE3 form)
- Original Memorandum and Articles of Association which should be signed by (a) the subscribers to the Memorandum whose signatures must be attested by at least one witness; and (b) the lawyer who has drawn up the same
All relevant information and required forms can be found in the Registrar of Companies website.
4. Application Processing and Approval by the Registrar of Companies
Once the application package has been submitted to the Registrar and the applicable fees have been paid, a process is set in motion, which in the absence of any problems results in the incorporation of the company, the issue of its certificate of incorporation and of a certified copy of its Memorandum and Articles of Association.
5. Post Registration procedure
All companies must register with the Tax Department in order to obtain a tax identification number and a VAT registration number, as well as with the Social Insurance Services.
Employers are liable to pay contributions to the Funds (Social Insurance, Annual Holidays with Pay, Redundancy, Human Resource Development and Social Cohesion) for each of their employees whose remuneration is not less than €200 per week or less than €700 per month. Employers pay their contributions (including the employees’ share) monthly in arrears, within one month from the end of each contribution month.
The application form for the registration of employers can be submitted either electronically through the Point of Single Contact (PSC) Cyprus portal (www. businessincyprus.gov.cy) or by hand or by mail to a District Social Insurance Office or Citizens Service Centre. The contact details are provided in the relevant documents.
The application form should be accompanied by the following certificates:
- Copy of identity card or passport or aliens registration certificate of employer
- Copy of the certificate of incorporation, copy of certificate of directors and secretary (in case of a limited company)
- Copy of the certificate of partners, copy of certificate of partnership registration (in case of a partnership)
- Declaration of Employers Registration form for the recruitment of employees.