The following information outlines the requirements to register a Cyprus Non-Tax Resident Company (the term "Offshore Company" or "International Business Company" is no longer used in relation to Cyprus Companies, as of 2004).
A Cyprus Non-Tax Resident Company is not managed and controlled from Cyprus. Such a vehicle can be used as an alternative to an offshore tax haven jurisdiction like the Seychelles, BVI, Belize etc.
For Cyprus Non Tax Resident Companies specifically:
Non-Resident Status: In the case where a Cyprus company does not have management and control in Cyprus then the company is not subject to taxation in Cyprus, except for Cyprus sourced income. However, it should be noted that in such a case the company might not take advantage of Cyprus' double tax treaties network.
Audit and financial returns: A Cyprus international business company, as well as a Cyprus Tax Resident Company, must submit accounts with the Tax Authorities and the Registrar of Companies. The submission of the first audited accounts may be made for the first time in up to 18 months from the date of incorporation of the company, thereafter an annual submission is necessary. A Cyprus Non - Tax Resident Company is also required to submit tax returns, indicate that the tax return relates to a Non-Tax Resident Company, and also mention in which country it will be taxed. All companies are required to be a tax resident somewhere. In addition to the above, as in the case of Cyprus Tax Resident Companies, a Cyprus Non-Tax Resident Company is also required to submit annual accounts to the Registrar of Companies.
The following is a summary of some of the issues to be considered before setting up a Cyprus Company (either tax or non-tax resident company):
Legal form: A duly incorporated Cyprus Company constitutes a separate legal entity and may take the form of a private or public Limited Liability Company either limited by shares or by personal guarantee of its members. By far the most typical form chosen is the private Limited Liability Company by shares.
Name of the company: A company name must be chosen and approved by the Registrar of Companies. This procedure usually takes 3 -5 working days.
Memorandum and Articles of Association: To register a limited liability company, the Memorandum and Articles of Association (M&AA) must be prepared by a licensed law practitioner and filed at the Office of the Registrar of Companies. The Memorandum specifies the activities in which the company may engage and Articles of Association specify the rules governing the internal management of the company.
Shareholders: The number of shareholders in a private Limited Liability Company may be from 1 to 50. The names of the registered shareholders, their address and nationality must be submitted to the Registrar of Companies. A beneficial owner of a Cyprus company has the option of not disclosing their details should they prefer to designate a nominee shareholder, and currently te beneficial ownership register imposed by the 4th AML Directive, is not accessible to the public. This can be accomplished by entering into a personal agreement or a deed of trust with our firm.
Share Capital: There is no minimum amout for the authorized or issued share capital of a Cyprus limited liability company. The most commonly used authorized share capital is either 1,000 shares or 5,000 shares of euro 1 each. Any currency is permissible and there is no minimum for the value of each share.
Directors of the company and company secretary: The minimum number of directors is one for private companies. A Cyprus company must have a secretary by law who can be either an individual or corporate person. Our firm can provide you with a full range of domiciliation services.
Registered office: Every company is required to have a registered office and address in Cyprus which should be disclosed at the Registrar of Companies.
Time needed for formation: Assuming all information is provided and compliance checks are completed, the process usually needed ranges from 7 to 10 working days, from the date everything is submitted to the Registrar of Companies.
Compliance Review: Full Know Your Client (KYC) documentation up to and including the UBO and related persons / entities are required to be provided for the compliance review and acceptance prior to proceeding with the Company incorporation, in line with applicable anti-money laundering laws and regulations.
