This is how a new company registration normally happens in Cyprus:
PLACING THE ORDER
You can use the online Company Configurator in this website to put together your Cyprus company. The Configurator is not a full order form. It’s main purpose is to clarify all available options and help You choose the right ones depending on your intended business. Along the way, the Configurator will also display the standard pricing. (Discounts are often available, depending on the scope of configuration.) Once You have completed and submitted your Company Configuration to us, our customer services representative will contact You back and will take it from there.
We will review your order and respond to you within 1-2 business days – often quite earlier than that. In particular, we will check the name availability and likelihood of name approval (i.e. we will make sure there is no other company under such name already), and will respond to you with the result of the name-check. If you would like to skip this step, you may choose a name from our list of pre-approved names which we have available. This list is updated constantly as each pre-approved name is only available for 6 months.
IMPORTANT! Please make sure to indicate your actual contact details as precisely and completely as possible! If we cannot contact you, we also cannot proceed to complete your order. Creating your Cyprus company is not an automatic process and it requires a two-way communication. We must talk to you in order to finalize the incorporation.
Depending on the required structure of your new Cyprus company, there might be a few minor questions to be clarified. As soon as all the details are completely understood, we will issue an itemized proforma invoice. In that, you will be able to see precisely all the individual service fees and costs which comprise the total cost for the incorporation and the first year of running the Company. Even at this stage the actual configuration of the Cyprus company can still be modified in order to suit your individual needs.
KNOW YOUR CLIENT (“KYC”) REQUIREMENTS
In Cyprus, the applicable EU and domestic anti-money-laundering laws require that all administrative service providers (“ASPs”) offering fiduciary services, including ourselves, know the identities of their clients. In this respect, we are similar to any bank, which would also ask for its clients’ identities. While this personal information remains completely confidential in the service providers’ files only, it must nevertheless be provided. Therefore, under the terms of our Licence issued by the Cyprus Securities and Exchange Commission (“CySEC”), we are obliged to properly identify our clients and the beneficial owners of every company under our administration.
Before we can proceed with a new Cyprus company incorporation for a first-time client, we must collect all KYC (“know your customer”) documents in respect to the beneficial owners. Specifically, we will need to see an original or receive a certified copy of the beneficial owners’ passport, a proof of address (recent utility bill or similar), a CV and a reference letter from a bank or professional firm. We will advise you on how to prepare this paperwork in the easiest possible way. Often, complying with the due diligence requirements is easier than it sounds.
Specific and different due diligence requirements apply to professional clients (intermediaries and resellers) who would require Cyprus formation services for and on behalf of their clients. If you are a professional and intend to purchase Cyprus companies by way of regular intermediary business, please contact us for your specific terms.
Please rest assured that all personal information you provide will be kept in complete confidentiality and strictly in accordance with the General Data Protection Regulation (“GDPR”). Cyprus is a participating jurisdiction in the Multilateral Competent Authority Agreement on Automatic Exchange of Information where any information exchanged between the signatory countries for assistance in tax matters is always subject to the appropriate confidentiality and data protection. Any illegal disclosure of client information in Cyprus is subject to stiff criminal penalties.
For all new and first-time orders, payment must be received prior to proceeding with the new company formation. For regular and professional clients, who are known to us already for some period of time, “open account” payment terms can be applied.
Payment for the Cyprus company formation services can be made by a bank wire transfer or credit card.
REGISTRATION OF A CYPRUS COMPANY
When all details of your order are checked and confirmed, the due diligence information and payment received, we will prepare all the necessary incorporation documents of the new company. These will then be filed with the Registrar of Companies and Official Receiver in Cyprus in due course.
Upon filing of the corporate documents of the new Cyprus company, we will pay the applicable registration fees and charges. Then the documents will be submitted to the Cyprus Registrar of Companies for registration. In order to comply with the minimum domestic presence requirements in Cyprus, we must provide the Registered Address and Cyprus resident Secretary service for your new company. The Registrar of Companies will normally issue a full set of corporate documents of the company within 8-12 business days. A standard set of corporate documents includes: Certificate of Incorporation, Certificate of Directors and Secretary, Certificate of Registered Office, Certificate of Shareholders and Memorandum and Articles of Association (“M&A”). The M&A must be made in the official language of Cyprus, in Greek, and a translation file can be opened whereby the M&A can be also readily available in English. This is an extra service but proves to be necessary for our international Clients.
CORPORATE DOCUMENTS OF THE CYPRUS COMPANY
The standard package of corporate documents for a Cyprus company will always include a logical legal sequence of documentation: the set of corporate documents provided by the Registrar of Companies as mentioned above, the First Minutes appointing the first Director(s), Share Certificates, the Corporate Register and Company stamp. If we are to provide nominee shareholder service, additional documents will include Instruments of Transfer and Declarations of Trust. In case that you will not require these in original, we shall provide you with scans via email and keep the originals at the registered office of your Company, which is essentially our office, as is required by the Companies Law (Cap. 113).
CERTIFICATION AND LEGALISATION
If You intend to present the corporate documents of your Cyprus company in a foreign country, they will need to be certified. This may not always be needed – for example, when all managerial and operational aspects (such as, inter alia, the bank account) of the company remain in Cyprus, there is no need to spend money on notarial certifications and apostilles.
However, when You need to do business outside Cyprus, additional certification of the main corporate documents is required. Legal documents issued in one country are generally acceptable only within that particular country. A legal document, or a signature on it, can be certified by a Notary/Certifying Officer or by a Government officer – for instance, by the Chief Registrar of Companies. Certification by either is still a local certification, good only for use in the country where the document was originally issued. A notarial certification or a certification by a government officer in itself is not always sufficient when the document must be used abroad.
To make the document legally acceptable abroad, most countries of the World have joined in a uniform system of second-tier certification of public documents – such as corporate documents of a registered company. This is the so-called Apostille legalisation, or The Hague Convention of 1961 certification procedure.
By the Apostille legalisation procedure, the signature of the officer who has done the initial local certification (say, a Notary/Certifying Officer, a Registrar or an Attorney based in Cyprus) is then additionally certified by an independent certification on a higher level. In Cyprus, this is done by an officer at the Ministry of Justice and Public Order certifying that all signatures of a private or public document are indeed valid. This certification stamp or sticker is called Apostille. It may look different from one country to another, but it contains a uniform set of information, by which it can be recognized in any country which is a member to the Hague Convention.
After this second-tier certification, the document would be generally acceptable as proper and legal in all member countries of the Hague Convention. Most of the countries in the World are members to this agreement. For a full list of all member-countries of the Hague Convention please look here. If the country where you intend to present the documents (for banking, business or representation purposes) is not on this list, you may need your documents legalized at the Embassy of that country, or in an Embassy representing that country. This can be done, but it is certainly more time-consuming and expensive than the apostille procedure.
APOSTILLE AND WHEN IT IS NEEDED
If you intend to open a bank account or a securities account for your Cyprus company, to purchase real estate or an investment portfolio in the name of your company, to register a branch or a joint venture involving your Cyprus company, or to enter into any similar transaction where you would have to present the corporate documents to any third party outside Cyprus, then you will definitely be asked for the Apostille legalisation.
Apostille certification of one full set of copies of main corporate documents is a standard service. If confirmed on the Order Form, we would normally arrange Apostille certification for the Cyprus company’s corporate documents. Additional sets of apostilled copies can be arranged as much and when required. It may also be useful to Apostille-certify the original Certificate of Incorporation of the Cyprus company.
After taking care of the due diligence requirements and settlement of the payment, the incorporation of the Cyprus company will normally take 8-12 business days. Additional certification (Notary and Apostille) may often be performed on the same day, or the next business day the latest.
SHIPPING OF DOCUMENTS
The documents of your Cyprus company will be shipped to your indicated address by airmail or courier (UPS). The courier delivery of documents may take from one up to five days worldwide, depending on the destination. Shipments of documents by courier are fast, secure and internet-traceable. It is also considerably more expensive than the usual (regular) snail-mail.
Although it is much cheaper, we discourage delivery of documents by regular airmail. Airmail shipments may get severely delayed or lost altogether. They are also more likely to get damaged during transportation. Most importantly, we will not be able to give you any timing estimates as to their arrival. In fact, for regular-mail shipments, we cannot guarantee that the package will reach you at all, as the risk of it being misplaced or lost is quite high.
ANNUAL RENEWAL FEES
All Cyprus Companies must pay an annual levy/annual company fee to the Cyprus Registrar of Companies. In addition to this official fee, annual service fees are also payable to us for (i) the provision of a registered address in Cyprus, (ii) a resident Secretary and (iii) an annual compliance fee. Any optional company management and administration service such as nominee shareholder or director services are over and above these fees.
The annual levy/annual company fee to the Cyprus Registrar is a fixed amount, payable on a yearly basis, and is due before the 30th of June each year. If the Cyprus company was incorporated after the month of June on a specific year, then it is not required to pay the annual levy for that year and will commence payments on the following year. If a Cyprus company was incorporated before June, then it is required to pay the annual levy for that year. The annual levy/annual company fee for a Cyprus company is EUR 350.
You do not need to remember when the annual renewal fees are due for your Cyprus company. In our company management database, we will follow up the due time of the annual levy and the professional fees. We will contact you well in advance before the next annual renewal fees become due. At first, we will ask you to confirm that your company needs to be continued for the following year. If yes, an invoice will be raised and sent to you in account for the Annual Levy and any other annual service fees. The mandatory annual service fees for a Cyprus company, as mentioned above, include the Registered Address, resident Secretary and annual compliance fee. The optional fees depend on the configuration of your Cyprus company and may include professional directors fee, nominee shareholding fee, mail forwarding service and other fees. Any fees will only be invoiced and charged if you have specifically ordered that service at incorporation or subsequently. After payment of the annual fees we will take care of the mandatory renewal formalities and official filings for your Cyprus company. If required, we can also obtain a Certificate of Good Standing for you.
It is possible to pay the Annual Levy fee directly from the Cyprus’ Registrar of Companies website if you wish to do so or, if not, we can arrange such payment for your Cyprus company ourselves.
Important! The annual levy MUST be paid on time to the Cyprus Registrar of Companies. Non-payment of annual levy will make the company lose its status of good standing. As a result, the Cyprus company will incur severe late penalties and legal consequences – basically, it would be legally precluded from operating as a separate legal person.
Non-payment of the Government duties will result in a 10% penalty fee if the payment is up to two months’ overdue, and a 40% penalty fee if the payment is over five months’ overdue. At any time after the due-date of the Government fees, the Registrar of Companies is entitled to strike-off/deregister the company from the Registrar for non-payment of fees and places a notice in the Official Gazette of the Republic of Cyprus to notify the public and any creditors.
A Company, which is struck-off the Registrar remains liable to any due and unpaid fees. Striking-off also does not cancel all the debts and obligations of the company and the actual beneficial owners of the struck-off company may be considered as its members, or agents.
A struck-off Cyprus company may not continue to trade or enter into any new transactions whatsoever, and its directors, shareholders and managers are by law precluded from any operations or transactions with the assets of the Cyprus company. In essence, striking-off a Company means that all its assets and funds are legally frozen until the company is restored in good standing – or legally dissolved, by following a proper winding-up procedure.
It is possible to reinstate a struck-off Cyprus company within 20 years from the date that the official notice of stricking off is published in the Official Gazette of the Republic of Cyprus. However, substantial Government fees will apply depending on the number of days passed after the company has been struck-off. If reinstatement happens within the first 2 years of strike off, the fee payable will be EUR 500 and at any point thereafter the fee payable increases to EUR 750. These fees will be in addition to all past-due renewal fees and penalties. The reinstatement of a struck-off Cyprus companies also involves substantial professional and legal fees.