Cyprus Companies Shareholder(s), Director(s), Secretary, Registered office - Nominees
A Cyprus Company (private) is required to have at least, ONE shareholder, ONE director, ONE secretary (nominees) and it's registered office situated in a place in the Republic of Cyprus.
Cyprus Companies Shareholder(s)
Please note that the minimum number of shareholders that may be registered in a Cyprus Company is one, whereas the maximum is 50, not including past or previous employees of the Cyprus Company.
We have set up a company that will, upon your request, subscribe to shares in your Cyprus Company (the 'Nominee Shareholder').
The Nominee Shareholder shall hold the shares in the Cyprus Company on trust for your benefit and upon your instructions. For the purposes of department of the registrar of companies and official receiver the Nominee Company shall appear as the registered shareholder of the shares in the Cyprus Company; nevertheless, for the purposes of opening a Cyprus bank account we shall be required to disclose to the Cyprus bank your (beneficial owner's) deed of trust, client acceptance & money laundering form and the bank account questionnaire.
Please note that a Cyprus bank shall not activate a Cyprus Company's bank account unless the deed of trust, the client acceptance & money laundering form and the bank account questionnaire is disclosed to the Cyprus Bank.
The Cyprus Bank, shall keep the deed of trust, the client acceptance & money laundering form and the bank account questionnaire confidential and is not permitted to disclose to any third party unless a court order is obtained or for the purpose of the exchange of information, between the Republic of Cyprus and a country being party to a double taxation treaty, the approval of the Attorney General is obtained.
Cyprus Company Director(s)
Please note that the minimum number of directors in a private Cyprus Company is one, under the Companies Law a maximum is not imposed, however, such a maximum or a minimum may be restricted by the Cyprus Company's articles of association.
Although the Cyprus Companies Law, Cap 113 of the Laws of the Republic of Cyprus, does not provide a strict set of duties that the directors must follow, the common law principles of good faith and the obligation to act in the best interest of the Cyprus Company apply. Accordingly the nature of the Cyprus Company provides that the main objects for which the Company is formed and the powers provided in the memorandum of association, are by default exercised by the board of directors.
To ensure that the Cypurs Company qualifies as a Cyprus Tax resident in the proper understanding of the word we strongly recommend that the majority of the members of the board of directors are Cyprus tax residents.
A majority of Cyprus tax residents, appointed to the board of directors, will ensure that the decision making process and final decision taking process is carried on in the Republic of Cyprus. Additionally we recommend that the Cyprus Company is administrated as a real, fully functioning, company. Possible solutions include, compliance with the tax authorities and payment of taxes, the rental of an office, the setting up of a website and email accounts, a full time employee, spending sums on Christmas party and hosting of public relations events (coffees, dinners, events).
In accordance with the Cyprus Companies Law, Cap 113 of the Laws of the Republic of Cyprus, a Cyprus Company's board of directors are required to maintain proper books of account. Following on from the former we strongly recommend that a local accounting firm is appointed to hold the Cyprus Company's accounting and bookkeeping.
Cyprus Company Secretary
Cyprus Company's Secretary duties are to carry out the administration task that may be passed, authorised or instructed at Annual General Meetings, Extraordinary General Meetings, Board of Directors Meetings, Written Resolutions of the Members and the Board of Directors.
The Cyprus Company Secretary is required to keep the Corporate registrar and update it accordingly. The Corporate registrar includes, the register of share capital, the register of shareholders, the register of directors, the register of secretary, the register of registered office, the register of share ledger and pledges, the register of charges and mortgages and others.
Additionally the Cyprus Company's Secretary is responsible for the submitting of returns to the department of the registrar of companies and official receiver, the Cyprus Tax authorities and any other governmental authority. Additionally the sworn affidavit of the Cyprus Company's Secretary is sufficient at the district courts of Cyprus.
We strongly recommend that you appoint us as your secretary. A Cyprus Company has been formed for the sole purpose of carrying out the business and activities of Company Secretary.
The Cyprus Company's Registered Office
In accordance to the Cyprus Companies Law, Cap 113 of the Laws of the Republic of Cyprus, Company proposed to be incorporated in Cyprus must have it's registered office situated somewhere in the Republic of Cyprus.
The purpose of the registered office is for interested third parties, dealing with the Company to be able to search the public sector and forward mail correspondence, summons, or any other documents to the Cyprus Company.
For further information please contact; firstname.lastname@example.org