To register a company with the Cyprus Registrar of Companies, specific legal documents must be prepared and submitted. These documents are drafted by a licensed Cyprus lawyer and include the Memorandum of Association, the Articles of Association, the lawyer’s statutory declaration (Form HE1), as well as Forms HE2 and HE3, which relate to the registered office address and the company’s directors and secretary.
The Memorandum of Association defines the company’s legal identity. It sets out the company name, its business objectives, the share capital structure, and the limitation of liability. This document determines the scope of activities the company is legally permitted to undertake and constitutes a binding legal instrument under the Cyprus Companies Law, Cap. 113.
The Articles of Association regulate the internal management of the company. They outline the rights and obligations of shareholders and directors, the decision-making process, the conduct of general meetings, share transfers, and the overall governance framework. In practice, the Articles function as the company’s internal rulebook.
Yes. Cyprus law allows a private limited liability company to have a single shareholder and a single director. The same individual or legal entity may hold both roles. There is no requirement for a Cypriot shareholder or director.
There is no statutory minimum share capital requirement. In practice, many companies are incorporated with an authorised share capital of €1,000 divided into 1,000 shares of €1 each. The share capital does not need to be deposited into a bank account at the time of incorporation unless required for commercial or banking purposes.
No. A Cyprus company can be incorporated entirely remotely. All documents can be signed electronically or through a power of attorney, and there is no requirement for the founders to travel to Cyprus during the incorporation process.
Yes. Cyprus law requires Form HE1 to be sworn and signed by a licensed Cyprus lawyer. This declaration confirms that all legal requirements for the company’s incorporation have been duly complied with.
A private company limited by shares offers limited liability protection. The shareholders’ liability is restricted to the amount of share capital they have undertaken. Personal assets are not liable for company debts, except in cases involving fraud or personal guarantees.
Cyprus applies a corporate income tax rate of 12.5% on net profits, one of the lowest rates in the European Union. In addition, dividends paid to individuals who are not tax residents of Cyprus are subject to a 0% tax rate.
The process begins with the submission of a proposed company name for approval by the Registrar of Companies. Once the name is approved, KYC documentation for the shareholders and directors is collected. The Memorandum and Articles of Association are then prepared and signed. All incorporation documents are submitted to the Registrar, and the company is typically registered within approximately two weeks.
Yes. The company name must end with “Ltd” or “Limited” and must not be identical or confusingly similar to an existing registered company. Certain words such as “Bank,” “Insurance,” “Trust,” and “Broker” require special justification, while words like “cooperative,” “municipal,” or “privileged” are generally not accepted. Name approval usually takes between three and five business days.
Government fees include the company name approval fee, registration fees, stamp duties, and, where applicable, the cost of preparing English versions of the constitutional documents. In total, mandatory government fees typically range between €600 and €800, excluding professional service fees.
Following incorporation, the company must register with the Cyprus Tax Department and obtain a Tax Identification Number within 60 days. VAT registration may be required if taxable supplies exceed €15,600 or if future taxable activities are anticipated. If the company employs staff, registration with the Social Insurance Department is mandatory. Trademark registration is also strongly recommended for brand protection.
Yes. All Cyprus companies are required to prepare annual financial statements in accordance with International Financial Reporting Standards. The first financial statements must be filed within 18 months from the date of incorporation, followed by annual filings thereafter.
A Cyprus company must notify the Registrar of Companies of any changes relating to its name, directors, secretary, share capital, registered office address, or charges over company assets. In addition, an annual return and all relevant tax filings must be submitted in accordance with statutory deadlines.
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