Offshore company registration in Cyprus
Advantages of incorporation in Cyprus
1.) The lowest tax regime in Europe
2.) Cyprus has 32 Double Tax Treaty agreements which apply to 40 countries and which can be exploited to minimize tax
3.) Allow nominee shareholder and director structure – beneficiary owner’s identity can be hidden from public company record
4.) A fully member of EU (since 01st of May 2004)
5.) Well adopted British legal system as background
6.) Stable economy
7.) Excellent banking facilities
Some important points to note are:
A brief description of the main activities of the company is required to enable the drafting of the memorandum and articles of association.
Cyprus is the member of EU since May 2004
Under the current tax legislation, Cyprus has the lowest tax regime in Europe and its role as an international financial centre is greatly enhanced. There is no longer a differentiation in the tax treatment of local companies and International Business Companies as a single corporation tax rate is applicable for all companies. Cyprus clearly stands as a prestigious tax – incentive EU country and is be free from suspicions usually associated with “tax-havens” which have zero tax.
|Type of entity||Limited|
|Type of law||Common|
|Shelf company availability||Yes|
|Our time to establish a new company||5 days|
|Minimum government fees (excluding taxation)||Not applicable|
|Double taxation avoidance agreements||Details|
|Company seal||Not required|
|Share Capital or Equivalent|
|Minimum issued||€ 1,000|
|Usual authorised||€ 5,000|
|Shareholders and Directors|
|Minimum number||One Details|
|Local required||No, but advisable for purposes of tax residency|
|Publicly accessible records||Yes|
|Nominee services (Nominee Director and Nominee Shareholder)||Yes Details|
|Location of meetings||Anywhere, but Cyprus advisable for purposes of tax residency|
|Publicly accessible records||Yes|
|Location of meetings||Anywhere|
|Local or qualified||No, but Cyprus advisable for residency and compliance|
|Requirement to prepare||Yes|
|Requirement to file accounts||Yes|
|Publicly accessible accounts||No|
|Requirement to file annual return||Yes|
|Change in domicile permitted||No|
|Restrictions on trading||Yes Details|
In order to establish an LTD company following documents are required:
1.) Certified copy of the passport (for each shareholder)
2.) Name of the company (2-3 names of your choice)
3.) Payment to the EURO COMMERCE LLC company account
In order to open a bank account following documents are required:
1.) Filled and signed bank forms
2.) Certified copy of the passport (for each shareholder)
3.) Reference letter from the bank (for each shareholder)
4.) Utillity bill (for each shareholder)
5.) Beneficiary owner:
– Short CV
– Business card if available
– Web site if available
Documents and Certificates
1.) Memorandum and Articles of Association in the official Greek language (English certified translations are prepared by our firm)
2.) Certificate of incorporation
3.) Certificate of registered office
4.) Certificate of directors
5.) Certificate of shareholders
6.) Undated, signed share transfer documents and undated signed resignation letters by nominee shareholders and nominee directors respectively (if nominees are opted)
7.) Declaration of trust by the nominee shareholders
8.) Deed of indemnity whereby the beneficial owners indemnify the nominees for their actions
Company opening fee:
– Opening fee = EUR 1250
– Apostil certification of all documents EUR = 150
– Opening of the bank account in Cyprus EUR = 300
– Courier EUR = 100
– Nominee director = EUR 300/per year (for concealing identity purpose)
– Nominee director – private person = EUR 600/per year (for concealing identity purpose)
ATTENTION: In case that a registered VAT (Value Added Tax) number is needed, valid in EU, this option is necessary because a nominee director has to be from Cyprus.
– Nominee share holder = EUR 300/per year (for concealing identity purpose)
– Shelf company = EUR 500
Please note, during the registration of the company, on the above prices VAT (Value Added Tax) is not added, but from the second year, additional VAT is applied. VAT in Cyprus is 17%.
The opening procedure is around 30 days.
Bank account opening procedure is arround 2 weeks.
– Registered office = EUR 250/per year
– Company’s secretary = EUR 250/per year
– Registrar of Companies EUR 350
*The duty is not applicable to dormant companies (ie companies with no turnover in current year) and to those not owning any assets. The Company Director must make a declaration in either case. The duty is also not applicable to companies registered in 2011. The duty is due by 30th June each year
Annual expenses for accounting and audit:
For smaller companies (up to 50 transactions per year)
– Accounting = EUR 600+VAT
– Audit = EUR 600+VAT
Notice for companies, registered with VAT authorities
As from 01.01.2010. all companies are obligated to submit the VIES form to the VAT registry on a monthly basis till 10th day of the month for the previous one. Therefore all accounting documents (invoices) must be submitted within the first five days to the accountant. Every company will be charged with monthly filing fee of 50EUR+VAT for this service.
VAT (PDV) in Cyprus is 17%.
Under the current tax legislation Cyprus has the lowest tax regime in Europe and its role as an international financial centre is greatly enhanced. There is no longer a differentiation in the tax treatment of local companies and International Business Companies as a single corporation tax rate is applicable for all companies. Cyprus clearly stands as a prestigious tax – incentive EU country and is be free from suspicions usually associated with “tax-havens” which have zero tax.
The principal tax and other fiscal incentives may be outlined as follows (see also Cyprus Tax Reform):
- An International Business Company (LTD) will pay a tax of 10% on its net profits if it is a Cyprus resident. An LTD is resident if its management and control is in Cyprus. Management and control is usually determined by the place of residence of the majority of the directors and the place where board meetings take place. Full advantage of the Cyprus double-tax treaty network can be obtained by resident LTDs
- An LTD will pay zero tax if it is not considered to be resident in Cyprus. This will be the case when its management and control is outside Cyprus.
- A non-resident LTD will not be able to obtain a Cyprus Tax residence certificate and therefore cannot utilise the double-tax treaty network.
- There is no withholding tax on payment of dividends, interest and royalties by an LTD to non-resident individuals or companies.
- Dividend income received in Cyprus by an LTD is wholly exempt from tax in Cyprus (under certain conditions).
- Profits earned from a permanent establishment abroad are fully exempt from corporation tax.
- Profits from the disposal of shares are not taxable for all Cyprus tax residents.
- 50% of interest received is exempted unless the interest arises in the ordinary course of business (e.g. interest on overdue debtor balances).
- There is no restriction in the carry-forward of tax losses. They can be carried forward indefinitely to be set-off against future profits.
- Group relief is available whereby losses from a company can be set off against taxable profits of other companies in the same group.
- Reorganisations, amalgamations, mergers and acquisitions of companies can be effected without any tax implications.
- Exemption from capital gains tax (except on sale of immoveable property situated in Cyprus).
- No exchange control restrictions – an LTD can open a bank account in any currency in Cyprus and abroad.
- Cyprus has 32 Double Tax Treaty agreements which apply to 40 countries and which can be exploited to minimise tax.
- Confidentiality and anonymity of beneficial owners is safeguarded (true identity is only disclosed to local banks, if a local account is opened and information is not disclosed to any third party or to other countries, except in the case of properly authorized criminal investigation (drugs, terrorism, e.t.c.).
The following countries are among those which have double-tax treaties with Cyprus:
Azerbaijan, Armenia, Austria, Belarus, Belgium, Bulgaria, Canada, China, CIS (ex-USSR), Czech Republic, Denmark, Egypt, Federal Rep. Of Germany, Finland, France, Greece, Hungary, India, Ireland, Italy, Japan, Kuwait, Kyrgyzstan, Lebanon, Moldova, Malta, Mauritius, Norway, Poland, Qatar, Romania, Russia, San Marino, Serbia and Montenegro, Seychelles, Singapore, Slovakia, South Africa, Sweden, Syria, Tajikistan, Thailand, Ukraine, United Kingdom, United States
Any word that the Registrar considers undesirable. Any name that is identical or similar to an existing company or sounds similar. Any name that implies illegal activity or implies royal or government patronage, the following words or their derivatives: asset management, asset manager, assurance, bank, banking, broker, brokerage, capital, credit, currency, custodian, custody, dealer, dealing, deposit, derivative, exchange, fiduciary, finance, financial, fund, future, insurance, lending, loan, lender, option, pension, portfolio, reserves, savings, security, stock, trust or trustees. If the word “Group” is to be used in the company name the minimum number of corporate shareholders are two.
Language of Name
Names may be expressed in Greek or any language using the Latin alphabet if the Registrar is in receipt of a Greek or English translation and the name is not considered undesirable.
Names Requiring Consent or a Licence
The following names or their derivatives require consent or a licence:
“Asset Management” “Asset Manager”, Assurance”, “Bank”, “Banking”, “Broker (s) / Brokerage”, “Capital”, “Credit”, “Currency (ies)”, “Custodian(s)”, “Custody”, “Dealer(s)” “Dealing”, “Deposit(s)”, “Derivative (s)”, “Exchange”, “Fiduciary (ies)”, “Finance”, “Financial”, “Fund (s)”, “Future (s)”, “Insurance”, “Lending”, “Loan(s)”, “Lender(s)”, “Option(s)”, “Pension(s)”, “Portfolio”, “Reserves”, ‘Savings”, “Security(ies)”, “Stock”, “Trust”, Trustees” their foreign language equivalents or any name that the Registrar considers may have a connection with the aforementioned.
There must be a minimum of one shareholder. If anonymity is required, the shares may be held by a nominee or trustee (company or private person).
There must be at least one director who may be foreign or local (company or private person). In case that a registered VAT (Value Added Tax) number is needed, valid in EU, this option is necessary because a nominee director has to be from Cyprus.
Disclosure of Beneficial Ownership to Authorities
The identity of the beneficial owners of a Cyprus Company may remain confidential if corporate shareholders are engaged to act as the shareholder on behalf of the ultimate beneficial owners. This confidentiality is maintained as long as the company and its ultimate beneficial owners are not involved in any criminal activity.
Restrictions on Trading
Cannot undertake to the business of banking, insurance or the rendering of financial services to the public unless special permission is granted. Companies cannot trade with resident individuals or companies situated in Cyprus other than in relation to the maintenance of premises, banking and professional services, unless they have special permission from the Central Bank of Cyprus.