Companies (Private or Public)
The Companies Law (Cap.113) as amended recently by its harmonization with EC Legislation, provides for the registration of a company and regulates all matters concerning companies (private or public) registered in Cyprus.
Formation
For the registration of a company, an application must be filed with the Registrar of Companies for the approval of the proposed name of the company. It is recommended to submit 2-3 names for approval so as to save time in case the proposed name is rejected. The examination of a name usually takes 3-4 days.
Following the name approval, the memorandum and articles of association are filed together with other necessary forms and the company is usually registered within 2-3 weeks, provided an additional fee is paid to expedite the procedure.
It is possible to acquire a certified copy of the memorandum and articles of association in English but the original copy filed with the Registrar of Companies must be in the Greek language.
One-stop-shop
Acknowledging the on going interest of foreign investment in Cyprus in recent years and the necessity to provide the investor the ability to set up a company in a few days, the department of one – stop – shop has been established, providing services which facilitate foreign and local investors to set up a business, including the registration of a company, within 7 working days.
It is important to note that the registration of a company must be undertaken by a lawyer practicing in Cyprus.
Branch Companies
If a foreign company does not wish to form a separate legal entity but is to establish a branch company in Cyprus, then the branch should be registered with the Registrar of Companies within 30 days from the date of its establishment, producing at the same time a certified copy of the certificate of incorporation of the company, its memorandum and articles of association, list of directors and other document which the Registrar may require from time to time.
Partnerships
Partnerships are registered and regulated by the Partnership and Trade Name Law (Cap.116) which provides for the formation of an unlimited or limited liability partnership.
Formation
Registration of a partnership must take place within one month from the date of establishment of the partnership, provided the approval of the trade name of the partnership has been obtained in advance from the Companies Registrar. The relevant form and documentation is filed with the Companies Registrar and the relevant certificates of incorporation and certificate of partners are issued within 2 - 3 weeks.
European Companies (SE)
Formation
A European limited Company (SE) can be set up in the following ways:
Ü Merger of two existing public limited companies from different member states.
Ü Formation of a holding company.
Ü Formation of a joint subsidiary from at least two different member states.
Ü Conversion of a public limited company previously formed under national law.
Formation by merger is available only to public limited companies from different Member States. Formation of an SE holding company is available to public and private limited companies with their registered offices in different MemberStates or having subsidiaries or branches in Member States other than that of their registered office. Formation of a joint subsidiary is available under the same circumstances to any legal entities governed by public or private law.
Minimum capital
The SE must have a minimum capital of 120 000 euros.
Registered office
The registered office of the SE must be the place where it has its central administration, that is to say its true centre of operations. The SE can easily transfer its registered office within the Community - as is the case at present - without dissolving the company in one MemberState in order to form a new one in another MemberState.
For more information contact Helena Andreou at helena@antonisandreou.com