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Procedures for registering an offshore limited liability company in Cyprus
The procedures for registering an offshore limited liability company in Cyprus are briefly explained below. Interested parties however, are advised to seek professional assistance prior to the commencement of any registration procedures.
Name of company
Two or three alternative names are normally suggested for submission to the Registrar of companies. In case you wish to register a company with a name similar to an existing company in another country, then a letter of consent should be sent for submission to the Registrar, which should also explain the meaning of the name, if any. Alternatively, our firm keeps a number of names approved by the Registrar of Companies out of which you can choose one that is appropriate for you.
Objects of company
The main activities of the proposed company must be provided.
Share capital
It is mandatory that the authorized and issued capital should be at least CYP 1.000. In case the company wishes to set up its own administrative office in Cyprus then the authorized and issued capital must be not less than CYP 10.000.
Shareholders
Every Cyprus Company should by law have minimum one and maximum fifty registered shareholders. If anonymity is desired then we can provide clients with our own trustees and nominees who can hold the shares in trust without public disclosure of the identity of the beneficiary shareholders. The Central Bank of Cyprus however, which is the competent authority for granting offshore permits, requires to be informed of the names of the beneficial owners but this information is kept confidential to the bank. The founder can only be one as the second shareholder can be a nominee company to hold the shares registered in its own name but in trust for the true owner.
Bankers' references
In order to maintain the business propriety of offshore activities the Central Bank of Cyprus requires bankers' references for the beneficial owners, irrespective of whether these are to be publicly known. In this respect clients are advised to request their bankers for references in regards to their financial standing, respectability, business integrity, credit worthiness and responsibility for engagements ( specimen letter its at your disposal upon request ).
Directors
In the case of offshore companies it may be important from a tax point of view that the management and control is exercised from Cyprus. In such a case, it is recommended that no more than one director should be appointed from abroad. For the appointment of such a director the following information is needed:
- Full name
- Passport number, date of birth and Nationality
- Residential address
- Occupation
We usually provide, in addition to the above, local directors from our office who carry out their function based on instructions from the beneficial shareholders. This facilitates the smooth and timely execution of the operations of the company.
Secretary
The company by law must have a secretary. Usually, our office can act as the corporate secretary.
Registered office
It is also a requirement of the law that the company must have a registered office in Cyprus, which may be used as the business address of the company. Our own office address can be used as such.
Period needed to register a company
The formation and registration of the company including all the formalities can be completed within ten to twelve business days.
Documents to be provided to the owners
On registration of the company we supply the owners with full documentation, properly legalized and translated into English comprising of:
- Certificate of registration
- Memorandum and articles of association
- List of director(s), secretary and shareholders
- Address of the company's registered office
- Share certificate(s)
- Any other information concerning the company's activities up to the date of its establishment.
Other matters
The company should open bank account(s) in Cyprus from where expenses should be paid. The share capital needs to be paid up as soon after the registration of the company. It is recommended that at least, one foreign currency account is opened where the share capital is deposited.
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