Forming a Cyprus IBC


Company name

The Registrar of Companies does not approve general or deceptive names nor names liable to lead to confusion with existing ones. The name of the company must end with the word ‘’Limited’’. Approval of the company name by the Registrar takes normally around 4 days. When applying to the Registrar, and in order to save time, more than one name should be put forward for approval.



Memorandum and Articles of Association

The Memorandum of a company defines its objects and activities. According to Cyprus Law (in particular the doctrine of ultra vires) a company may act only within its objects therefore this document should be drafted as widely as possible. The Articles of Association define the company’s internal rules.



Share Capital

The following minimum paid up capital is required:

CYŁ1,000 for offshore companies managed and controlled from abroad without offices in Cyprus

CYŁ10,000 for companies which are managed and controlled from their fully-fledged office on the island and employ expatriate staff. This paid up capital is also required in order to be relieved from VAT and duty on the island.

There is no need to actually pay the share capital in Cyprus provided it could be shown that the company has such a capital anywhere else.

All company shares are nominative and there are no bearer shares. Anonymity may be secured by the use of nominees.


Shareholders

Further to a recent amendment the Law requires a minimum of one registered shareholder and the shareholder's name, address, nationality and occupation appear on the public file at the Registrar of Companies. If anonymity / confidentiality is required, local nominee shareholders could be provided. Information regarding the real shareholders (beneficial shareholders) is only disclosed to the Central Bank of Cyprus where this information is protected by rules of absolute secrecy and is not available for inspection by any third party. The public records kept at the Registrar of Companies show only the names of the registered owners (nominee shareholders).




Bank reference

The Central Bank of Cyprus requires a bank reference along the following lines for each share holder or Beneficial Share holder:

The Manager
Exchange Control
And Foreign Department
Central Bank of Cyprus
Nicosia

Date ___________

Dear Sirs,


We hereby confirm that Mr./s ____________________________ (full name) of _________________ ( full address) is a client of our Bank.

We consider him financially sound, trustworthy and reputable person.

 

Yours Faithfully,

Signature

(Name of Bank)


The above reference should be typed up on the bank’s letter headed paper, stamped and signed by an authorized signatory.

Directors

Offshore companies must have by law at least one director. The name, address, nationality and occupation of each director must be disclosed to the Registrar of Companies and are available for inspection by the public. Local directors could be provided in case anonymity/confidentiality is required and/or in order to indicate that the company is being managed and controlled from Cyprus.



Secretary

A Cyprus offshore company must have a secretary appointed by the directors of the company. The duties of the secretary are mainly regulated by law, but also by the articles and generally include the job of maintaining the statutory books and the minute books. The secretary also files the annual return of the Company at the Registrar of Companies. Lawyers provide this service for their clients; this is convenient as they have experience in fulfilling the duties of a company secretary.



Registered office

Every offshore company must have a registered office in Cyprus. If a company is in fact managed from abroad and does not have a physical presence in Cyprus, the registered office is the place where official documents can be served upon the company. The registered office may also be used as the company’s business address. 

Lawyers may provide their address for the registered office of their clients.



Application form

To fill in an application form please click      HERE

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