The laws of Cyprus, based on the 1948 Companies Act of the United Kingdom and the subsequent amendments, provide for two categories of companies:
- A Private Company: It requires one or more founding members, is limited to 50 shareholders, but cannot offer shares for public subscription and the transfer of shares is restricted
- A Public Company: The main feature of a public company is the power to extend an invitation to the public to subscribe to its shares and the existence of a minimum of seven members.
The two categories are obliged to register with the Registrar of Companies. The following information is required:
(a) To be supplied by all companies:
- Application for the proposed name
- “Limited” or “Ltd” being the last word for private companies, “L.L.C” for private limited liability lawyers company, “Public Limited” or “Public Ltd.” or “Public Company Limited” or “PLC” or “Public Co. Limited” or “Public Co. Ltd.” or “Public Company Ltd.”, the last words for public companies and SE for European Public Companies
- Memorandum and Articles of association
- Statutory declaration by an advocate that all the requirements of the Law have been complied with
- Address of the company’s registered office
- Names, addresses and occupation of the company’s directors and secretary.
(b) To be supplied by public companies only:
- Written consent of directors to act in that capacity
- The minimum capital must be at least €25.685 (subscription capital), and €120.000 for a European Public Company.
Partnerships and Business Names
There are two kinds of partnerships:
- General Partnership, in which every partner is liable jointly with the other partners for all debts and obligations of the firm incurred while he is a partner
- Limited Partnership, in which one or more general partners are individually and collectively accountable for the liabilities of the partnership and one or more limited partners whose accountability for such liabilities are limited to their contribution to the partnership.
Every person (individual or legal) having a place of business in Cyprus and carrying out business under a name which is not his name or the company’s registered name must be registered.
Overseas companies may establish a place of business in Cyprus, provided that they file with the Registrar within 30 days of such establishment the following for registration:
- Certified copy of the charter, statutes or memorandum and articles of the company and also of any amendments with a certified translation in Greek
- List of names and addresses of company directors and the secretary of the company
- Name and address of Cyprus resident or residents with power to accept service of documents on behalf of the company
- A written report showing the following:
- the name and the legal form of the foreign company, and also the name of the place of business, if this is different from the name of the foreign company,
- the registered office and the address (postal or other) of the foreign company and also the address (postal or other) of the place of business,
- the purpose and the object of the business of the foreign company and of the place of business,
- where this is the case, the register overseas (with the particular registration number) of the foreign company, where its basic particulars were filed,
- its issued capital, where this exists,
- where this is the case, relevant particulars to the winding up of the foreign company, the appointment, the personal particulars and the powers of the liquidators, as well as the completion of the liquidation, the bankruptcy, the bankruptcy arrangement or other appropriate procedure which the foreign company is subject to,
- where it is foreign company of a non EU member state, in addition the law of the state by which the company is governed.
A European Public Limited Liability Company (SE)
This kind of company can be registered in Cyprus either by merger between two Public Companies, which are registered at least in two different European countries, or by formation as a new company, under certain circumstances or by transformation of an existing Public Company into European Company.
Redomiciliation of Companies
A company registered in Cyprus may redomicile to another country provided that the jurisdiction of this country authorises or allows that companies registered in that other country may redomicile in Cyprus.
As from the end of 2007, it is possible to have a merger of a Cyprus company with one or more companies from the European Union and the resulting company may register in Cyprus or in an EU country or alternatively two or more companies from the EU can merge and register the resulting company in Cyprus.
For further information:
Department of Registrar of Companies and Official Receiver website: www.mcit.gov.cy/drcor